Common use of Termination by Either Party Clause in Contracts

Termination by Either Party. 9.2.1 If either Party shall materially breach any of its obligations hereunder and shall fail to correct such breach within thirty (30) days after the other Party shall have given notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end of such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors, the other Party shall be entitled by notice in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice to the other Party, as to the country or other geographic area, and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic area.

Termination by Either Party. 9.2.1 If either Party This Agreement shall materially breach be subject to --------------------------- termination upon the occurrence of any of its the following events: (a) Either Party may terminate prior to the commencement of Year 3 by providing written notice to the other Party at least ninety (90) calendar days prior to the end of Year 2. Such termination shall be effective as of the commencement of Year 3. If the foregoing termination occurs, subject to Sections 10.3 and 10.4, all obligations hereunder of the Parties relating to Year 3 of the Agreement shall not apply. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall fail have ninety (90) calendar days following the end of such six month period within which to correct such make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the other Party shall have given notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end of such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.2 If (e) Either party may terminate immediately upon notice if: (i) either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated a bankrupt, has ; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a receiver petition in bankruptcy is filed against either Party and such petition is not removed or trustee appointed for its property or estate, resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of creditorsits creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either party may terminate if the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of the other Party, then the other Party shall be entitled by notice have the right, exercisable in writing its sole discretion, to such Party to terminate this Agreement forthwithterminate. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, be effective upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right thirty (other than trademark rights30) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon calendar days written notice to the other Party, as to the country or other geographic areanotice, and Product, or Products, respectively, covered by must be given at any time within thirty (30) calendar days following the Patent or other proprietary or protected right. Upon any closing of such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic areatransaction(s).

Termination by Either Party. 9.2.1 If either Party shall materially breach any of its obligations hereunder and shall fail to correct such breach within thirty (30i) days after the other Party shall have given notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends to Either party may terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end of such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors, the other Party shall be entitled by notice in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice to the other Party, as party if no Triggering Event occurs with respect to the country AG Product by May 31, 2013; provided, however, that neither party may exercise its rights under this Section 7.4(i) if a Triggering Event shall not have otherwise occurred for any reason provided in subsections (ii), (iii) or (iv) of this Section 7.4. (ii) Either party may terminate this Agreement by written notice to the other geographic areaparty if the terminating party is advised by the FDA or its outside regulatory legal counsel that marketing, distributing, selling or offering to sell the AG Product under the labeling described in Section 9.3(iii) would likely constitute a violation of the Act or applicable regulations thereunder. (iii) Subject to the last sentence of this Section 7.4(iii), either party may terminate this Agreement upon reasonable notice to the other party, if any governmental entity determines that this Agreement could violate Applicable Law, including, but not limited to, the United States Federal Trade Commission or either of its Bureau of Competition or Bureau of Economics. In the event a party seeks to trigger this termination right, the parties shall first reasonably consult in good faith with one another for a period of [*] to discuss the potential triggering of this termination right; in the event no mutually agreeable decision is reached within such time period, either party may terminate this Agreement [*]. (iv) Subject to the last sentence of this Section 7.4(iv), either party may terminate this Agreement upon reasonable notice to the other party, if (a) the terminating party, on the advice of legal counsel, determines that this Agreement poses unreasonable legal or economic risks as the result of (1) the enactment or threatened enactment after the Effective Date of any law, decree, rule, regulation or resolution, or (2) any decision of a court or regulatory agency, or (3) any change or threatened change in interpretation of current laws, decrees, rules, regulations or resolutions, and Product(b) such enactment, decision or change results in the failure to launch, or Productsinability to continue the commercial sale of the AG Product for a [*] period. In the event a party seeks to trigger this termination right, respectivelythe parties shall first reasonably consult in good faith with one another for a period of [*] to discuss the potential triggering of this termination right; in the event no mutually agreeable decision is reached within such time period, covered by either party may terminate this Agreement [*]. (v) Either party may terminate this Agreement upon [*] written notice to the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights party if the terminating party determines that it has become commercially unviable to such continue sales of the AG Product or Products in that country or geographic areathe Territory [*].

Termination by Either Party. 9.2.1 If either Party shall materially breach Either party may terminate this Agreement with immediate effect by written notice to such effect to the other party upon the happening of any of its obligations hereunder the following events: (a) if the other party commits any material breach of the provisions contained in this Agreement and shall fail to correct such does not remedy the breach within sixty (60) days after receipt of written notice requiring it to do so and provided that if the breaching party has proposed a course of action to cure the breach and is acting in good faith to cure same but has not cured same by the sixtieth (60th) day, such period shall be extended by a further period of up to an additional thirty (30) days after to permit the breach to be cured; (b) a petition or other application being presented or resolution being passed for the winding up, liquidation or dissolution of the other Party shall have party or notice of intention to propose such a resolution being given notice to it thereof, or the aggrieved Party shall be entitled to notify entry of the other party into a scheme of arrangement or compromise with any of its creditors; (c) the appointment of an administrator or a receiver or receiver and manager or official manager or agent of a secured creditor to any of the other party’s property; (d) the other party ceasing to carry on business or stopping or wrongfully suspending payment to any of its creditors or stating its intention so to do. (e) Either Party can remove a country from the Territory in the Definitive Agreement in the instance that it intends the health authorities in the specified country in the Territory has refused regulatory approval (or equivalent in the country in the Territory) of the Product. (f) Vyrix has the right to (partially) terminate the Definitive Agreement with respect to Canada, South Africa, or Mexco in the event that Endo has not applied for regulatory approvals to distribute the Product in such jurisdiction prior to the first (1st) anniversary of the Effective Date, assuming sufficiency of the existing regulatory dossier unless Endo requires additional documentation and/or data from Vyrix for the filing. (g) Vyrix has the right to terminate this Agreement unless entirely or partially with respect to a Country as determined by Vyrix for convenience without fault of Endo at any time following the fourth (4th) anniversary of the Effective Date by giving Endo not less than sixty (60) Calendar Days prior written notice. In such breach is corrected event, Vyrix shall be obliged to pay the greater of (a) all sales and may so terminate ten marketing costs incurred by Endo as of the Effective Date, or (10b) days after two (2) times Endo’s Net Sales of the end Product in the Country of such thirty termination in the preceeding twelve (3012) day period month period, provided that all outstanding sales (including orders received, but not yet processed or shipped) and backorders are included in the calculation of Net Sales. (h) In case of termination, Endo shall notify the health authorities in the specific country(ies) in the Territory if such breach is continuing, unless, applicable. (i) On the earlier of expiry or termination of the Agreement in relation to the extent the breach can be curedTerritory, the time period of thirty (30) days is not sufficient Endo shall transfer to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors, the other Party shall be entitled by notice in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use Vyrix ownership of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rightsregulatory dossier(s) in the Territory and provide to Vyrix details of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice to the other Party, as to the country or other geographic area, and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such amount of Product or Products in that country or geographic areaEndo’s possession.

Termination by Either Party. 9.2.1 If Any provision of this Agreement to the contrary notwithstanding, either Party shall materially breach any of its obligations hereunder and shall fail to correct such breach within thirty (30) days after the other Party party shall have given notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends right to terminate this Agreement unless Agreement, at any time without prior notice, except as required below, on the occurrence of any of the following: (i) The other party fails, neglect or refuses in any material manner to satisfactorily perform the duties assigned to or required of it under this Agreement, but only after such breach is corrected and may so terminate ten other party has been given sixty (1060) days after the end notice of such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be cured, the time period of thirty (30) days is not sufficient and opportunity to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breachfailure, but in no event to exceed six neglect or refusal; (6ii) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, The other party becomes insolvent or unable to pay its debts as they become due or makes an assignment for the benefit of its creditors, ; (iii) A receiver or a trustee is appointed for the other Party shall be entitled by notice in writing to party's assets, and such Party to terminate this Agreement forthwith. Such termination shall receiver or trustee is not give rise to the payment discharged within sixty (60) days of such appointment; 11 (iv) A proceeding of any penaltynature under the federal Bankruptcy Code, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Productas amended, or Productsany state insolvency statute, respectivelyis commenced by or against the other party, infringes any Patent or other proprietary or protected right and such proceeding, if involuntary, is not set aside within sixty (other than trademark rights60) days from the date of a Third Party, then either Party its institution; (v) Either party shall have the right to immediately terminate this Agreement, upon Agreement with ninety (90) days written notice given no later than sixty (60) days after the occurrence of the following two conditions: (A) the consummation of a bona fide initial public offering of GSI's capital stock that is firmly underwritten by a nationally recognized underwriter, that results in no less than $20,000,000 of gross proceeds to GSI and that results in GSI's stock being listed for trading on the other Party, New York Stock Exchange or the National Market Tier of the Nasdaq Stock Market (defined herein as to the country or other geographic area"IPO"), and Product(B) a post-IPO "change in control" of GSI, defined as the sale of all or substantially all of the business and assets of GSI or a sale of more than 50% of the issued and outstanding shares of GSI. The parties further agree that the foregoing right of termination shall not apply (X) merely because an IPO has occurred, or Productsto an event that may be considered a change of control in GSI but does not follow an IPO, respectivelyincluding by way of example, covered by (Y) the Patent sale of all or other proprietary substantially all of the business and assets of GSI prior to an IPO or protected right. Upon any such termination by WCH, WCH shall have no further rights (Z) a sale of more than 50% of the issued and outstanding shares of GSI prior to such Product or Products in that country or geographic areaan IPO.

Termination by Either Party. 9.2.1 If either Party The occurrence of one or more of the following events shall materially breach any constitute a default of its obligations hereunder and shall fail to correct such breach within thirty (30) days after the other Party shall have given notice to it thereof, party responsible for the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end occurrence of such thirty event (30"Default"): (a) day period if Material breach of the Agreement, including, without limitation, (i) the failure of Salton to supply Products and/or provide services as provided for herein with such diligence as will insure compliance with all delivery, installation, completion and other dates specified herein, (ii) the failure of Kmart to pay or reimburse any material amounts which are due to be paid or reimbursed hereunder; (iii) any 15 15 failure relating to Section 2.1, Section 3.1.4 and/or Section 9 herein; or (iv) New Tech's breach is continuing, unless, to of the extent the NewTech Agreement; (b) Failure or material breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penaltymaterial condition, damages obligation, covenant, representation or indemnity warranty set forth herein; or (c) Insolvency, or the institution of proceedings by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves against a party under any federal or files a petition for state bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver insolvency law or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditorsall or substantially all creditors which proceeding is not stayed within sixty (60) days of filing; or the cessation of operations or doing business for any reason. Upon the occurrence of a Default, the other Party non-defaulting party shall provide written notice (the "Notice") to the defaulting party specifying the nature of the Default and the conduct required to cure such Default. The defaulting party shall have 60 days following the date the Notice is received by the non-defaulting party to cure the Default (30 days for non-payment by Kmart under a Specific Purchase Order where the amount involved exceeds $2,000,000). If the Default is not cured by the defaulting party within such period, the non-defaulting party may elect to either specifically enforce performance hereof or terminate this Agreement If, however, Kmart defaults, Salton's remedies shall not exceed the amount Salton would have received as its sole and exclusive remedy under Section 5 herein with respect to Minimum Product Orders which have not been placed as of the effective date of the Default or Termination. In the event of Salton's Default or wrongful termination of this Agreement, Kmart shall not owe Salton any damages under Section 5 of this Agreement. A party's failure to demand cure of or terminate this Agreement as a result of a prior Default shall not be entitled deemed a waiver by notice in writing the party of the right to such Party demand cure of or to terminate this Agreement forthwithas a result of a subsequent Default. Such termination shall not give rise Unless otherwise indicated to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate contrary in this Agreement, upon written notice the rights set forth hereinabove are cumulative and in addition to the other Party, as to the country or other geographic area, and Product, or Products, respectively, covered those otherwise provided by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic arealaw.

Termination by Either Party. 9.2.1 If either Either Party shall materially breach may terminate this Agreement (in its entirety or on a country by country basis as hereinafter provided) prior to the expiration of the Term upon the occurrence of any of its obligations hereunder and shall fail to correct such breach the following: (a) upon or after the cessation of operations of the other Party or the bankruptcy, dissolution or winding up of the other Party (other than dissolution or winding up for the purposes or reconstruction or amalgamation which includes an assignment permitted by this Agreement) or the filing of any involuntary petition for bankruptcy, dissolution, liquidation or winding up of the affairs of the other Party which is not dismissed within thirty ninety (3090) days after the other Party shall have given notice to date on which it thereofis filed or commenced, and in the case of any of the foregoing events, the aggrieved non-defaulting Party shall be entitled to notify may terminate the other Agreement in its entirety; or (b) upon or after the breach of any material provision of this Agreement by the allegedly breaching Party that it intends to if the allegedly breaching Party has not cured such breach within sixty (60) days after written notice thereof by the non-breaching Party, the non-breaching Party may, at its sole option, terminate this Agreement unless such breach with respect to the particular country in the Territory that is corrected and may so terminate ten (10) days after the end subject of such thirty (30) day period breach, and this Agreement shall remain in effect as it applies to all other countries; provided, however, that if such breach is continuing, unless, and failure to cure occurred in the extent the breach can be curedUnited States, the time period of thirty (30) days is not sufficient to cure such breach in which event the non-breaching Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors, the other Party shall be entitled by notice in writing to such Party to may terminate this Agreement forthwithin its entirety, and if such breach and failure to cure occurred in a Major European Market Country, the non-breaching Party may terminate this Agreement in respect of the whole of Europe. Such termination shall not give rise For the avoidance of doubt, performance of the development and commercialization obligations required to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, be performed in accordance with Commercially Reasonable Efforts hereunder are evaluated based upon the decision of Territory as a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice to the other Party, whole as to the country or other geographic area, and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products set out in that country or geographic areaSection 1.10.

Termination by Either Party. 9.2.1 If either Party shall materially breach any Upon a Company Change of its obligations hereunder and shall fail to correct such breach within thirty Control (30) days after the other Party shall have given notice to it thereofdefined below), the aggrieved Party Company and the Advisor shall be entitled to notify each have the other Party that it intends right, at its election, to terminate this Agreement unless upon which the Termination Fee shall be due and payable by the Company to Advisor as set forth below. (i) If the Company desires to enter into a transaction which constitutes a Company Change of Control and the Board of Directors approves (subject to diligence, shareholder approval, conditions or otherwise) such breach is corrected and may so terminate ten (10) days after the end of such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be curedproposed transaction, the time period Company shall promptly notify the Advisor in writing (the “Transaction Notice”), or in any event within five (5) business days following the Board of thirty (30) days Directors approval. The Transaction Notice shall set forth in reasonable detail the material terms of the proposed Company Change of Control transaction, the proposed timing, pricing, identity of the acquirer(s), and all material conditions including, without limitation, whether or not the proposed transaction is conditioned upon the termination of this Agreement. Upon receipt of the Transaction Notice, the Advisor may elect to terminate this Agreement, in which case, the Termination Fee shall be immediately due and payable on the termination date. If the Advisor does not elect to terminate this Agreement and the proposed Company Change in Control transaction is not sufficient to cure such breach conditioned upon a termination of this Agreement, this Agreement shall continue in which event full force and effect following the Party closing of the Company Change of Control transaction with the Company, the acquirer or successor, as the case may be. If the proposed Company Change in breach shall have such additional time as shall be reasonably necessary to cure such breachControl transaction is conditioned upon the termination of this Agreement, but in no event to exceed six (6) months. Such termination shall not give rise then subject to the payment of any penaltythe Termination Fee, damages or indemnity by together will all other Base Fees, Incentive Fees, and other charges, costs and reimbursements accrued through the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension date of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for termination of this Agreement required to be paid to Advisor pursuant to the benefit terms of creditorsthis Agreement, the other Party shall be entitled by notice in writing to such Party Company may elect to terminate this Agreement forthwith. Such termination shall not give rise by setting forth its election in the Transaction Notice or by written notice to Advisor, which notice must be delivered at least sixty (60) days prior to the payment closing of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon Company Change of Control transaction. As a condition to the decision effectiveness of a court termination of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice the Company shall pay to Advisor the Termination Fee (together with all other PartyBase Fees, as to the country or other geographic areaIncentive Fees, and Productother charges, or Products, respectively, covered by costs and reimbursements accrued through the Patent or other proprietary or protected right. Upon any such date of termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic area.of this Agreement) on the closing of the Company Change of Control

Termination by Either Party. 9.2.1 If either Party shall materially breach any of its obligations hereunder and shall fail to correct such breach within thirty (30) days after the other Party shall have given notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end of such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors, the other Party shall be entitled by notice in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Each Party shall have the right to immediately terminate this Agreement, upon written notice to the other Party, as in the event that: (i) Such other Party materially defaults with respect to any of its material obligations under this Agreement and does not cure such default within sixty (60) days after the receipt of a notice from the non-breaching Party specifying the nature of, and requiring the remedy of, such default (or, if such default cannot be cured within such sixty (60)-day period, if the breaching Party does not commence and diligently continue actions to cure same during such sixty (60)-day period); provided that, (x) if NEOTHERAPEUTICS is the Party claiming a default by GPC, GPC shall promptly following receipt of such notice of default notify NEOTHERAPEUTICS if it intends to seek to cure such default, (y) if the default relates to the payment of any amounts owed under this Agreement, the cure period described above shall be fifteen (15) days from receipt of notice of such default, and (z) if any such default is limited to the breaching Party's obligations with respect to a particular Covered Product and/or a particular country in the Territory, then any termination of this Agreement under this clause (i) due to such default shall be limited to the breaching Party's rights under this Agreement with respect to such Covered Product and/or country. Any termination pursuant to this clause (i) shall be without prejudice to any of the non-breaching Party's other rights under this Agreement, and in addition to any other remedies available to it by law or in equity; (ii) The other Party shall have: (i) voluntarily commenced any proceeding or filed any petition seeking relief under the bankruptcy, insolvency or other geographic areasimilar laws of any jurisdiction, and Product(ii) applied for, or Productsconsented to, respectivelythe appointment of a receiver, covered by trustee, custodian, sequestrator, conciliator, administrator or similar official for it or for all or substantially all of its property, (iii) filed an answer admitting the Patent material allegations of a petition filed against or other proprietary or protected right. Upon in respect of it in any such termination by WCHproceeding, WCH (iv) made a general assignment for the benefit of creditors of all or substantially all of its assets, (v) admitted in writing its inability to pay all or substantially all of its debts as they become due, or (vi) taken corporate action for the purpose of effecting any of the foregoing; or (iii) An involuntary proceeding shall have no further rights to been commenced, or any involuntary petition shall have been filed, in a court of competent jurisdiction seeking: (i) relief in respect of the other Party, or of its property, under the bankruptcy, insolvency or similar laws of any jurisdiction, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conciliator, administrator or similar official for such Product other Party or Products for all or substantially all of its property, or (iii) the winding-up or liquidation of such other Party; and, in that country each case, such proceeding or geographic areapetition shall have continued undismissed for sixty (60) days, or an order or decree approving or ordering any of the foregoing shall have continued unstayed, unappealed and in effect for thirty (30) days.

Termination by Either Party. 9.2.1 If either Party shall materially breach (a) In the event that Pinnacle Corp., Pinnacle or Northwest (i) makes a general assignment for the benefit of creditors or becomes insolvent, (ii) files a voluntary petition in bankruptcy, (iii) petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its obligations hereunder assets, (iv) commences under the laws of any competent jurisdiction any proceeding involving its insolvency, bankruptcy, reorganization, readjustment of debt, dissolution, liquidation or any other similar proceeding for the relief of financially distressed debtors, (v) becomes the object of any proceeding or action of the type described in (iii) or (iv) above and shall fail such proceeding or action remains undismissed or unstayed for a period of at least thirty (30) days, or (vi) is divested of a substantial part of its assets for a period of at least thirty (30) days, then Pinnacle Corp. or Pinnacle (in the event the foregoing occurs with respect to correct Northwest) or Northwest (in the event the foregoing occurs with respect to Pinnacle Corp. or Pinnacle) may by written notice terminate this Agreement immediately. (b) Except as otherwise provided in Section 10.03, in the event of a breach of a nonmonetary provision of this Agreement by either party remaining uncured for more than thirty (30) days after receipt of written notification of such default by the nondefaulting party, or in the case of a breach requiring more than thirty (30) days notice to cure, the defaulting party does not begin and pursue with due diligence a method of cure within thirty (30) days after receipt of written notification specifying in reasonable detail the other Party shall have given notice to it thereofnature of such default from the nondefaulting party, then the aggrieved Party shall be entitled to notify the other Party that it intends to nondefaulting party may terminate this Agreement unless at its sole option. (c) In the event of a breach of a monetary provision of this Agreement by either party and such breach is corrected and may so terminate ten (10) days after the end of such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be cured, the time period of default remaining uncured for more than thirty (30) days is not sufficient to cure after receipt of written notification specifying in reasonable detail the nature of such breach in which event default from the Party in breach shall have such additional time as shall be reasonably necessary to cure such breachnondefaulting party, but in no event to exceed six (6) months. Such termination shall not give rise to then the payment of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors, the other Party shall be entitled by notice in writing to such Party to nondefaulting party may terminate this Agreement forthwith. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Partyat its sole option. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice to the other Party, as to the country or other geographic area, and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic area.

Termination by Either Party. 9.2.1 If either Party shall materially breach (a) In the event that Pinnacle Corp., Pinnacle or Delta (i) makes a general assignment for the benefit of creditors or becomes insolvent, (ii) files a voluntary petition in bankruptcy, (iii) petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its obligations hereunder assets, (iv) commences under the laws of any competent jurisdiction any proceeding involving its insolvency, bankruptcy, reorganization, readjustment of debt, dissolution, liquidation or any other similar proceeding for the relief of financially distressed debtors, (v) becomes the object of any proceeding or action of the type described in (iii) or (iv) above and shall fail such proceeding or action remains undismissed or unstayed for a period of at least thirty (30) days, or (vi) is divested of a substantial part of its assets for a period of at least thirty (30) days, then Pinnacle Corp. or Pinnacle (in the event the foregoing occurs with respect to correct Delta) or Delta (in the event the foregoing occurs with respect to Pinnacle Corp. or Pinnacle) may by written notice terminate this Agreement immediately. (b) Except as otherwise provided in Section 10.03, in the event of a breach of a nonmonetary provision of this Agreement by any Party remaining uncured for more than thirty (30) days after receipt of written notification of such default by the nondefaulting Party, or in the case of a breach requiring more than thirty (30) days notice to cure, the defaulting Party does not begin and pursue with due diligence a method of cure within thirty (30) days after receipt of written notification specifying in reasonable detail the other nature of such default from the nondefaulting Party, then the nondefaulting Party may terminate this Agreement at its sole option; provided, however, in the case of a breach by Pinnacle of Section 2.11(c), Delta shall have given notice to it thereof, the aggrieved Party shall not be entitled to notify the other Party that it intends permitted to terminate this Agreement unless a breach by Pinnacle of such breach is corrected and may so terminate ten section shall remain uncured for a period of ninety (1090) days after or more. (c) In the end event of a breach of a monetary provision of this Agreement by either Party and such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be cured, the time period of default remaining uncured for more than thirty (30) days is not sufficient to cure after receipt of written notification specifying in reasonable detail the nature of such breach in which event default from the nondefaulting Party, then the nondefaulting Party in breach shall have such additional time as shall be reasonably necessary to cure such breachmay terminate this Agreement at its sole option. Notwithstanding the foregoing or any other provision of this Agreement, but in no event to exceed six (6) months. Such termination shall not give rise to if between the payment Effective Date and March 31, 2011 Delta notifies Pinnacle of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors, the other Party shall be entitled by notice in writing to such Party Delta’s intent to terminate this Agreement forthwith. Such termination shall not give pursuant to this Section 10.02(c), and the default by Pinnacle or Mesaba giving rise to such notice of termination is due to an act or omission of Mesaba occurring prior to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third PartyEffective Date, then either Party Pinnacle and Mesaba shall have ninety (90) days after receipt of such notice to cure such default and if such default is not cured within such 90-day period, Delta shall have the right to immediately terminate this Agreement, upon written notice to the other Party, as to the country or other geographic area, Agreement immediately and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic areaat its sole option.

Termination by Either Party. 9.2.1 If either Party shall materially Either party may terminate this Agreement immediately upon giving notice in writing to the other party if such other party commits a material breach any of its obligations hereunder this Agreement and shall fail have failed to correct cure such breach within thirty (30) days after of receipt of a request in writing from the other Party notifying party to do so; provided, however, that a breach by SpeechWorks of its obligations under Section 9 shall have given notice not be deemed to it thereof, the aggrieved Party be a material breach but instead shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end of such thirty (30) day period if such breach is continuing, unless, subject to the extent the breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach exclusive remedies set forth in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) monthsSection 10.2. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors, the other Party shall be entitled by notice in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld The parties acknowledge that the Manufacturefailure to pay to SpeechWorks any material amount when due hereunder shall constitute a material breach. Notwithstanding the foregoing, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party SpeechWorks shall have the right to terminate this Agreement immediately terminate upon the breach by AOL of any material term of Section 2. Upon termination by AOL under this Section 11.3, notwithstanding anything in this Agreement to the contrary, (a) without AOL being obligated to pay any license fees after the date of such Termination (other than unpaid license fees that had become due prior to the date of the Termination), the number of Recognition Ports and System Seats which may be used by the permitted users specified in Section 2.1(a)(i) and (ii), and the time period during which AOL may deploy such Recognition Ports and System Seats, shall not be limited but shall be reported to SpeechWorks promptly on an Installation Report, and (b) SpeechWorks shall continue to provide Maintenance and Support Services, upon payment therefor, in accordance with this Agreement, upon written notice including but not limited to Annex 1 of Exhibit D hereto, until the other Party, as to later of (i) the country date two years after the effective date of termination or other geographic area, and Product, or Products, respectively, covered by (ii) the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic areasixth anniversary of the Effective Date.

Termination by Either Party. 9.2.1 If either Party The occurrence of one or more of the following events shall materially breach any constitute a default of its obligations hereunder and shall fail to correct such breach within thirty (30) days after the other Party shall have given notice to it thereof, party responsible for the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end occurrence of such thirty event (30"Default"): (a) day period if Material breach of the Agreement, including, without limitation, (i) the failure of NewTech to supply Products and/or provide services as provided for herein with such diligence as will insure compliance with all delivery, installation, completion and other dates specified herein, (ii) the failure of Kmart to pay or reimburse any material amounts which are due to be paid or reimbursed hereunder; (iii) any failure relating to Section 2.1, Section 3.1.4 and/or Section 9 herein; or (iv) Salton's breach is continuing, unless, to of the extent the Salton Agreement; (b) Failure or material breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penaltymaterial condition, damages obligation, covenant, representation or indemnity warranty set forth herein; or (c) Insolvency, or the institution of proceedings by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves against a party under any federal or files a petition for state bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver insolvency law or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditorsall or substantially all creditors which proceeding is not stayed within sixty (60) days of filing; or the cessation of operations or doing business for any reason. Upon the occurrence of a Default, the other Party non-defaulting party shall provide written notice (the "Notice") to the defaulting party specifying the nature of the Default and the conduct required to cure such Default. The defaulting party shall have 60 days following the date the Notice is received by the non-defaulting party to cure the Default (30 days for non-payment by Kmart under a Specific Purchase Order where the amount involved exceeds $2,000,000). If the Default is not cured by the defaulting party within such period, the non-defaulting party may elect to either specifically enforce performance hereof or terminate this Agreement If, however, Kmart Defaults, NewTech's remedies shall not exceed the amount NewTech would have received as its sole and exclusive remedy under Section 5 herein with respect to Minimum Product Orders which have not been placed as of the effective date of the Default or Termination. In the event of NewTech's Default or wrongful termination of this Agreement, Kmart shall not owe NewTech any damages under Section 5 of this Agreement. A party's failure to demand cure of or terminate this Agreement as a result of a prior Default shall not be entitled deemed a waiver by notice in writing the party of the right to such Party demand cure of or to terminate this Agreement forthwithas a result of a subsequent Default. Such termination shall not give rise Unless otherwise indicated to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate contrary in this Agreement, upon written notice the rights set forth hereinabove are cumulative and in addition to the other Party, as to the country or other geographic area, and Product, or Products, respectively, covered those otherwise provided by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic arealaw.

Termination by Either Party. 9.2.1 Upon a Company Change of Control (defined below), the Company and the Advisor shall each have the right, at its election, to terminate this Agreement upon which the Termination Fee shall be due and payable by the Company to Advisor as set forth below. (i) If the Company desires to enter into a transaction which constitutes a Company Change of Control and the Board of Directors approves (subject to diligence, shareholder approval, conditions or otherwise) such proposed transaction, the Company shall promptly notify the Advisor in writing (the “Transaction Notice”), or in any event within five (5) business days following the Board of Directors approval. The Transaction Notice shall set forth in reasonable detail the material terms of the proposed Company Change of Control transaction, the proposed timing, pricing, identity of the acquirer(s), and all material conditions including, without limitation, whether or not the proposed transaction is conditioned upon the termination of this Agreement. Upon receipt of the Transaction Notice, the Advisor may elect to terminate this Agreement, in which case, the Termination Fee shall be immediately due and payable on the termination date. If the Advisor does not elect to terminate this Agreement and the proposed Company Change in Control transaction is not conditioned upon a termination of this Agreement, this Agreement shall continue in full force and effect following the closing of the Company Change of Control transaction with the Company, the acquirer or successor, as the case may be. If the proposed Company Change in Control transaction is conditioned upon the termination of this Agreement, then subject to the payment of the Termination Fee, together will all other Base Fees, Incentive Fees, and other charges, costs and reimbursements accrued through the date of termination of this Agreement required to be paid to Advisor pursuant to the terms of this Agreement, the Company may elect to terminate this Agreement by setting forth its election in the Transaction Notice or by written notice to Advisor, which notice must be delivered at least sixty (60) days prior to the closing of the Company Change of Control transaction. As a condition to the effectiveness of a termination of this Agreement, the Company shall pay to Advisor the Termination Fee (together with all other Base Fees, Incentive Fees, and other charges, costs and reimbursements accrued through the date of termination of this Agreement) on the closing of the Company Change of Control transaction. If an election to terminate this Agreement is not timely made by the Company and the Advisor does not elect to terminate this Agreement following a Company Change of Control, this Agreement shall continue in full force and effect with the Company, acquirer or successor, as the case may be. (ii) If a Company Change in Control occurs by reason of an action not taken by the Board of Directors but through an involuntary action, then, within ten (10) days following the occurrence of such Company Change in Control, either Party the Company or the Advisor may elect to terminate this Agreement by delivering written notice thereof to the other party, and the Company shall materially breach any be obligated to pay the Advisor the Termination Fee (together with all Base Fees, Incentive Fees, and other charges, costs and reimbursements accrued through the date of its obligations hereunder and shall fail termination of this Agreement required to correct be paid to Advisor pursuant to the terms of this Agreement). Any such breach within termination may occur no earlier than thirty (30) days after or greater than one hundred-eighty (180) days following the other Party shall have given notice date such written election is received by Advisor or the Company, as applicable. If an election to it thereofterminate is timely made by the Company or the Advisor, the aggrieved Party Company shall pay to Advisor, on the termination date of this Agreement, the Termination Fee and all Base Fees, Incentive Fees, and other charges, costs and reimbursements accrued through the date of termination of this Agreement required to be entitled paid pursuant to notify the other Party that it intends terms of this Agreement. If an election to terminate this Agreement unless such breach is corrected not timely made by the Company or the Advisor, this Agreement shall continue in full force and effect with the Company, acquirer or successor, as the case may so terminate ten be. (10iii) days after Following the end closing of such thirty (30) day period if such breach is continuing, unless, a Company Change in Control Transaction and termination of this Agreement pursuant to the extent the breach can be curedthis Section 12(d), the time Advisor will reasonably cooperate in an orderly transition of management for a period of up to thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to exchange for the payment of any penalty, damages or indemnity by Base Fees and Incentive Fees based on the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment average monthly amounts for the benefit of creditors, the other Party shall be entitled by notice in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise three (3) months prior to the payment of any penaltyTransaction Notice, damages or indemnity by in the terminating Party. 9.2.3 If, upon the decision case of a court of competent jurisdiction from which either no appeal can be taken or termination pursuant to Section 12(d)(ii) above, based on the time average monthly amounts for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer three (3) months prior to sell or use the public announcement of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice to the other Party, as to the country or other geographic area, and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products Company Change in that country or geographic areaControl.

Termination by Either Party. 9.2.1 If either Either Party may, without prejudice to any other remedies available to it under this Agreement or at law or in equity, terminate this Agreement prior to expiration of the Agreement Term in the event that the other Party (as used in this subsection, the “Breaching Party”) shall have materially breach breached or defaulted in the performance of any of its material obligations hereunder hereunder, and shall fail to correct has not cured such breach within (i) thirty (30) days after notice of such breach is provided to the Breaching Party in case the breach is a non-payment of any amount due under this Agreement that is not being disputed in good faith or Kinex’s failure to comply with 4.1 (both of which shall be deemed a material breach of a material obligation) and (ii) sixty (60) days after notice of such breach is provided to the Breaching Party for other cases of breach (or, if such default cannot be cured within such 60-day period, if the Breaching Party does not commence and diligently continue actions to cure such default during such 60-day period). The termination shall have given notice become effective at the end of the (i) 30-day period in case the breach is a non-payment of any amount due under this Agreement that is not being disputed in good faith or Kinex’s failure to it thereofcomply with 4.1 if the Breaching Party has not cured such breach by such date, or (ii) for other cases of breach, 60-day period unless (a) the Breaching Party cures such breach during such 60-day period, or (b) if such breach is not susceptible to cure within such 60-day period, the aggrieved Breaching Party shall has commenced and is diligently pursuing a cure (unless such breach, by its nature, is incurable, in which case the Agreement may not be entitled terminated unless the Breaching Party fails to notify the other Party that it intends use its best commercially reasonable efforts to prevent a similar subsequent breach). The right of either Kinex or XPH to terminate this Agreement unless such breach is corrected and may so terminate ten (10as provided in this Section 9.2(c) days after the end of such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise be affected in any way by such Party’s waiver or failure to the payment of take action with respect to any penalty, damages previous breach or indemnity by the terminating Partydefault. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors, the other Party shall be entitled by notice in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice to the other Party, as to the country or other geographic area, and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic area.

Termination by Either Party. 9.2.1 If either Either Party may, without prejudice to any other remedies available to it under this Agreement or at law or in equity, terminate this Agreement prior to expiration of the Agreement Term in the event that any of the following occurs: (i) The other Party (as used in this subsection, the “Breaching Party”) shall have materially breach breached or defaulted in the performance of any of its material obligations hereunder (including a breach of the representations and shall fail to correct warranties set forth in this Agreement), and has not cured such breach within (i) thirty (30) days after the other Party shall have given notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless of such breach is corrected and may so terminate ten provided to the Breaching Party in case the breach is a non-payment of any amount due under this Agreement that is not being disputed in good faith (10which shall be deemed a material breach of a material obligation) or (ii) sixty (60) days after notice of such breach is provided to the Breaching Party for other cases of breach (or, if such default cannot be cured within such sixty (60) day period, if the Breaching Party does not commence and diligently continue actions to cure such default during such sixty (60) day period). The termination shall become effective at the end of such the (i) thirty (30) day period in case the breach is a non-payment of any amount due under this Agreement that is not being disputed in good faith if the Breaching Party has not cured such breach by such date, or (ii) for other cases of breach, sixty (60) day period unless (a) the Breaching Party cures such breach during such sixty (60) day period, or (b) if such breach is continuing, unless, not susceptible to the extent the breach can be curedcure within such sixty (60) day period, the time period of thirty Breaching Party has commenced and is diligently pursuing a cure (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure unless such breach, but by its nature, is incurable, in no event which case the Agreement may not be terminated unless the Breaching Party fails to exceed six (6use its best commercially reasonable efforts to prevent a similar subsequent breach). The right of either Hanmi or Kinex to terminate this Agreement as provided in this Section 8.2(c)(1) months. Such termination shall not give rise be affected in any way by such Party’s waiver or failure to the take action with respect to any previous breach or default. (ii) The other Party stops or suspends payment of any penalty, damages all or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension class of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estatedebts, becomes insolvent or makes sells or parts with possession of the whole or a major part of its assets or major undertaking. (iii) An application or order is made, proceedings are commenced, a resolution is passed or proposed in a notice of meeting or an application to a court or other steps are taken (other than frivolous or vexatious applications, proceedings, notice or steps) for the winding up or dissolution of the other Party or for it to enter an arrangement, compromise or composition with or assignment for the benefit of its creditors, the other Party shall be entitled by notice a class of them or any of them. (iv) The Parties agree in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice to the other Party, as to the country or other geographic area, and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic area.

Termination by Either Party. 9.2.1 If either Either Party may, without prejudice to any other remedies available to it under this Agreement or at law or in equity, terminate this Agreement prior to expiration of the Agreement Term in the event that any of the following occurs: (i) The other Party (as used in this subsection, the “Breaching Party”) shall have materially breach breached or defaulted in the performance of any of its material obligations hereunder (including a breach of the representations and shall fail to correct warranties set forth in this Agreement), and has not cured such breach within (i) thirty (30) days after the other Party shall have given notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless of such breach is corrected and may so terminate ten provided to the Breaching Party in case the breach is a non-payment of any amount due under this Agreement that is not being disputed in good faith (10which shall be deemed a material breach of a material obligation) or (ii) sixty (60) days after notice of such breach is provided to the Breaching Party for other cases of breach (or, if such default cannot be cured within such sixty (60) day period, if the Breaching Party does not commence and diligently continue actions to cure such default during such sixty (60) day period). The termination shall become effective at the end of such the (i) thirty (30) day period in case the breach is a non-payment of any amount due under this Agreement that is not being disputed in good faith if the Breaching Party has not cured such breach by such date, or (ii) for other cases of breach, sixty (60) day period unless (a) the Breaching Party cures such breach during such sixty (60) day period, or (b) if such breach is continuing, unless, not susceptible to the extent the breach can be curedcure within such sixty (60) day period, the time period of thirty Breaching Party has commenced and is diligently pursuing a cure (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure unless such breach, but by its nature, is incurable, in no event which case the Agreement may not be terminated unless the Breaching Party fails to exceed six (6use its best commercially reasonable efforts to prevent a similar subsequent breach). The right of either Hanmi or Kinex to terminate this Agreement as provided in this Section 8.2(c)(i) months. Such termination shall not give rise he affected in any way by such Party’s waiver or failure to the take action with respect to any previous breach or default. (ii) The other Party stops or suspends payment of any penalty, damages all or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension class of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estatedebts, becomes insolvent or makes sells or parts with possession of the whole or a major part of its assets or major undertaking. (iii) An application or order is made, proceedings are commenced, a resolution is passed or proposed in a notice of meeting or an application to a court or other steps are taken (other than frivolous or vexatious applications, proceedings, notice or steps) for the winding up or dissolution of the other Party or for it to enter an arrangement, compromise or composition with or assignment for the benefit of its creditors, the other Party shall be entitled by notice a class of them or any of them. (iv) The Parties agree in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice to the other Party, as to the country or other geographic area, and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic area.

Termination by Either Party. 9.2.1 If Without prejudice to any other rights either Party party may have under this Agreement, applicable law or rule of equity, either party shall materially have the option to terminate this Agreement in the event: (a) Subject to the provisions of Section 16, the other party commits a material breach of any term, covenant or condition of its obligations hereunder this Agreement (and, specifically by way of example and shall fail not limitation if HFDC ceases operation or fails to correct substantially comply with the production schedule in an annual pack plan) and such breach is not remedied within thirty (30) days after the other Party shall have given aggrieved party has sent written notice of such breach to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten party; (10b) days after The other party becomes insolvent within the end of such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment meaning of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of paymentsinsolvency law, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of its creditors; (c) An attachment, execution or lien is levied against the other Party shall be entitled by notice in writing to such Party to terminate Products under this Agreement forthwith. Such termination shall and such attachment, execution or lien is not give rise to remedied within thirty (30) days after the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal aggrieved party has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon sent written notice of such event to the other Partyparty; (d) A controlling interest in the other party is sold or transferred, as other than by gift or inheritance, unless the other party consents to the country change, which consent shall not be unreasonably withheld; provided, however, that the non-transferring party shall consent to the change if it is reasonably concluded that after the transfer of a controlling interest the ability of the other party to perform this Agreement will not be impaired; or (e) Subject to the provisions of Section 16, HFDC's ability to produce and deliver the Products pursuant to this Agreement is impaired by substantial damage or other geographic areadestruction of its processing facility, and Product, such damage or Products, respectively, covered by destruction is not repaired within sixty (60) days. (f) The other commits a breach of any obligations under the Patent or other proprietary or protected right. Upon Other Agreements and such breach is not cured within any such termination by WCH, WCH shall have no further rights to such Product or Products applicable cure periods set forth in that country or geographic areathe Other Agreements.

Termination by Either Party. 9.2.1 If either Party Either PEGI or PSP (“Terminating Party”) may terminate this Agreement without limiting any other rights or remedies it may have): (a) in the case of a termination by PSP, if PEGI fails to make any payment required to be made hereunder when such payment is due and owing under this Agreement and in the case of a termination by PEGI, if a PSP Project Entity fails to make any payment requirement hereunder when such payment is due and owing under this Agreement (in each case, other than, for certainty, payments in respect of which a dispute notice has been delivered pursuant to Section 6.03(c)), and such failure shall materially breach any of its obligations hereunder and shall fail to correct such breach within thirty continue for fifteen (3015) days after the other Party shall have written notice thereof has been given notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end of such thirty (30) day period if such breach is continuing, unless, to the extent the breach can non-paying Party; provided, however, that such right of termination under Section 9.01(a) may not be cured, the time period exercised if PEGI’s or a PSP Project Entity’s failure to make a payment required to be made hereunder arises out of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise or relates to the payment Terminating Party’s (or, in the case of a termination by PSP, a PSP Project Entity’s) actual fraud, willful misconduct, recklessness or bad faith; or (b) (i) in the case of a termination by PSP, if PEGI under applicable debtor relief Laws, (A) has filed against it a petition under any bankruptcy, insolvency or similar Law of any penaltyjurisdiction which are not dismissed within sixty (60) Business Days of the date filed, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into (B) proposes any dissolution, liquidation, dissolves composition, financial reorganization or files a petition for bankruptcy or suspension of paymentsrecapitalization with creditors, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or (C) makes an assignment for the benefit of creditors, the other Party shall be entitled by notice or (D) files a voluntary petition in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise bankruptcy or under any insolvency or similar Law or consents to the payment filing of any penaltybankruptcy or reorganization petition against it under any similar Law, damages or indemnity by if receivers, trustees, custodians or similar agents are appointed or take possession with respect to any property or business of PEGI, and (ii) in the terminating Party. 9.2.3 If, upon the decision case of a court termination by PEGI, if PSP or a PSP Project Entity under applicable debtor relief Laws, (w) has filed against it a petition under any bankruptcy, insolvency or similar Law of competent any jurisdiction from which either no appeal can be taken or are not dismissed within sixty (60) Business Days of the time for an appeal has expired without an appeal having been date filed, a claim is upheld that (x) proposes any dissolution, liquidation, composition, financial reorganization or recapitalization with creditors, (y) makes an assignment for the Manufacture, storage, importation, sale, offer to sell or use benefit of the Productcreditors, or Products, respectively, infringes (z) files a voluntary petition in bankruptcy or under any Patent insolvency or other proprietary similar Law or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice consents to the other Party, as to the country filing of any bankruptcy or other geographic area, and Productreorganization petition against it under any similar Law, or Productsif receivers, respectivelytrustees, covered by the Patent custodians or other proprietary similar agents are appointed or protected right. Upon take possession with respect to any property or business of PSP or such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic areaPSP Project Entity.

Termination by Either Party. 9.2.1 If either Party shall materially breach any of its obligations hereunder and shall fail to correct such breach within thirty (30) days after the other Either Party shall have given notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends right to terminate this Agreement unless by giving the other Party (the “Other Party”) written notice if: (a) such breach is corrected Party wishes to terminate this Agreement, for any reason whatsoever, before commencement of Clinical Trials, on not less than [*****] prior written notice to the Other Party and may so terminate ten such Party reimburses the Other Party for all of its out-of-pocket expenses (10including third party expenses), incurred from the execution of this Agreement until the effective date of termination and related to the performance of this Agreement, up to a maximum amount of [*****]. The reimbursement obligation of the terminating Party shall survive such termination. (b) the Other Party fails to perform or violates any provision of this Agreement in any material respect, and such failure continues un-remedied for a period of [*****] days after the end date the Other Party receives written notice with respect thereto, provided that any failure of Kamada to fulfill its obligations under this Agreement which results from the failure of ABS to deliver sufficient Plasma, which complies with the Plasma specifications, on a timely basis, meeting applicable purchase orders, under the terms of the Plasma Supply Agreements and such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be cured, the time period failure of thirty (30) days ABS is not sufficient to cure such a consequence of force majeure or Kamada’s default under the Plasma Supply Agreements, shall not be deemed a breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination of this Agreement by Kamada and shall not give rise Kedrion the right to terminate this Agreement; or [*****] Confidential portions of this document have been redacted and filed separately with the payment of any penalty, damages or indemnity by the terminating PartySecurities and Exchange Commission. 9.2.2 If either (c) the Other Party by voluntary shall have become insolvent or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the Other Party or for all or a substantial part of its property, or any case or proceeding shall have been commenced or other action taken by or against the Other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the Other Party, and any such event shall have continued for [*****] undismissed, unbonded and undischarged. All rights are granted under this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, of rights to “intellectual property” as defined under Section 101(56) of the United States Bankruptcy Code. (d) Termination by either Party pursuant to paragraph b or paragraph c shall not derogate from such Party's right to any other remedy to which it might be entitled by notice in writing to such Party to terminate under this Agreement forthwith. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Partyand/or applicable law. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice to the other Party, as to the country or other geographic area, and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic area.

Termination by Either Party. 9.2.1 If either Party shall materially This Agreement may be terminated at any time by notice in writing to the other party upon the occurrence of one or more of the following events: (a) In the event of a material breach any of its obligations hereunder and shall fail to correct such breach within hereunder, then the non-breaching party may terminate this Agreement upon not less than thirty (30) calendar days after (ten (10) calendar days with respect to payment of invoices) prior written notice, setting forth the other Party alleged breach, unless the breach is cured prior to the expiration of such notice period. (b) In the event that TherOx and its affiliates, in good faith, do not commercialize or permanently discontinue the marketing of the Instrument, TherOx shall have given notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends right to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end of such upon not less than thirty (30) day period calendar days prior written notice to KMC; provided, however, if such breach the marketing of the Instrument (or an instrument substantially similar thereto) is continuingdirectly or indirectly reinstated by TherOx or any of its affiliates within two (2) years thereafter, unless, to the extent the breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach then KMC shall have the right to have this Agreement reinstated. If KMC shall elect to so reinstate this Agreement after such additional termination, then the Term shall automatically be extended by the amount of time as for which this Agreement was terminated. (c) If either party shall file a petition in bankruptcy, or shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property shall take advantage of the insolvency law of any state or estatecountry, becomes insolvent or makes shall make an assignment for the benefit of creditors, or shall have a receiver, trustee or other court officer appointed for its property, then the other Party shall be entitled by notice in writing to such Party to party may terminate this Agreement forthwith. Such termination shall not give rise upon written notice to the payment of any penalty, damages or indemnity by the terminating Partyother. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rightsd) of a Third Party, then either Party TherOx shall have the right to immediately terminate this Agreement, Agreement upon sixty (60) calendar days written notice if KMC is in breach of (i) any of the regulatory requirements and quality standards provided for in Section 4.2 hereof, or (ii) subject to Section 13 hereof, its timely shipment obligations under an accepted Purchase Order, other than a material breach under Section 14.2(a), unless the breach is cured prior to the other Party, as to the country or other geographic area, and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any expiration of such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic areanotice period.

Termination by Either Party. 9.2.1 If either Party shall materially breach any of its obligations hereunder and shall fail to correct such breach within thirty (30) days after the other Party shall have given notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end of such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors, the other Party shall be entitled by notice in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Either Party shall have the right to immediately terminate this Agreement, the Employment Period and the Employee's employment hereunder without cause upon thirty (30) days written notice to the other Party. In addition, as the Company shall have the right to terminate the Employment Period and the Employee's employment hereunder immediately for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate the Employee's employment hereunder if such termination shall be the result of: (i) willful fraud or willful material dishonesty in connection with the Employee's employment by the Company; (ii) intentional failure by the Employee to substantially perform the Employee's duties hereunder or gross neglect in the performance of such duties; (iii) gross misconduct by the Employee that is materially detrimental to the country Company's reputation, goodwill or business operations; (iv) a breach of any of the Employee's covenants as provided in Section 6 hereof; or (v) the conviction of, or plea of nolo contendere to, a charge of commission of a felony. In the event of termination of the Employment Period by the Company for any reason other geographic areathan: (i) Cause or (ii) the expiration of the Employment Period (a "Covered Termination"), and Productprovided the Employee enters into the Agreement and Release in the form attached hereto as Exhibit A, the Employee shall be entitled to: (i) payment of a cash lump-sum amount equal to the sum of (x) the Base Salary which would have been payable to the Employee if the Employment Period had continued until its expiration date, which in the case of the initial term is June 30, 2005; (y) the Retention Bonus provided that such amount which is payable only once has not been previously paid; and (z) the Target Bonus if such bonus has not been paid prior to the effective date of the Covered Termination and: (i) such Covered Termination occurs prior to December 31, 2004 or Products(ii) if the Covered Termination occurs after December 31, respectively2004, covered the Board has determined that the relevant performance criteria necessary for the Target Bonus to be earned have been satisfied; (ii) the immediate acceleration, vesting and exercisability of such Equity Awards that would have vested had the Employment Period continued until the later of: (i) June 30, 2005; or (ii) the mutually agreed extension of the Employment Period beyond the initial term. (iii) for a period of 24 months following the date of the Covered Termination (or until the expiration of the term of the option, if earlier), exercise all outstanding Equity Awards that were vested on the date of Covered Termination and such other Equity Awards that would have vested had the Employment Period continued until the later of (i) June 30, 2005; or (ii) the mutually agreed extension of the Employment Period beyond the initial term. (iv) continued coverage for the Employee and the Employee's eligible dependents under all group medical and dental insurance coverages that are provided to employees of the Company generally for a period of 12 months following a Covered Termination, with such coverage to be at the Company's cost (subject to standard employee contribution requirements). Any such coverage shall be discontinued in the event that the Employee obtains substitute coverage from subsequent employment or service during such 12-month period; and (v) payment of (x) any earned but unpaid amounts as of the date of termination, including, but not limited to, Base Salary through the date of termination, any incentive awards, including if applicable, bonuses earned for performance periods that have ended and reimbursement of business expenses, (y) any compensation previously deferred by the Patent or other proprietary or protected right. Upon Employee together with any vested Company matching contributions and (z) any accrued but unpaid vacation days under Company policy through the date of termination ("Accrued Obligations"), payable as soon as practicable following such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic areatermination.

Termination by Either Party. 9.2.1 If either Party The occurrence of one or more of the following events shall materially breach any constitute a default of its obligations hereunder and shall fail to correct such breach within thirty (30) days after the other Party shall have given notice to it thereof, party responsible for the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end occurrence of such thirty event (30"Default"): (a) day period if Material breach of the Agreement, including, without limitation, (i) the failure of Salton to supply Products and/or provide services as provided for herein with such diligence as will insure compliance with all delivery, installation, completion and other dates specified herein, (ii) the failure of Kmart to pay or reimburse any material amounts which are due to be paid or reimbursed hereunder; (iii) any failure relating to Section 2.1, Section 3.1.4 and/or Section 9 herein; or (iv) New Tech's breach is continuing, unless, to of the extent the NewTech Agreement; (b) Failure or material breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penaltymaterial condition, damages obligation, covenant, representation or indemnity warranty set forth herein; or (c) Insolvency, or the institution of proceedings by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves against a party under any federal or files a petition for state bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver insolvency law or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditorsall or substantially all creditors which proceeding is not stayed within sixty (60) days of filing; or the cessation of operations or doing business for any reason. Upon the occurrence of a Default, the other Party non-defaulting party shall provide written notice (the "Notice") to the defaulting party specifying the nature of the Default and the conduct required to cure such Default. The defaulting party shall have 60 days following the date the Notice is received by the non-defaulting party to cure the Default (30 days for non-payment by Kmart under a Specific Purchase Order where the amount involved exceeds $2,000,000). If the Default is not cured by the defaulting party within such period, the non-defaulting party may elect to either specifically enforce performance hereof or terminate this Agreement. If, however, Kmart defaults Salton's remedies shall not exceed the amount Salton would have received as its sole and exclusive remedy under Section 5 herein with respect to Minimum Product Orders which have not been placed as of the effective date of the Default or Termination. In the event of Salton's Default or wrongful termination of this Agreement, Kmart shall not owe Salton any damages under Section 5 of this Agreement. A party's failure to demand cure of or terminate this Agreement as a result of a prior Default shall not be entitled deemed a waiver by notice in writing the party of the right to such Party demand cure of or to terminate this Agreement forthwithas a result of a subsequent Default. Such termination shall not give rise Unless otherwise indicated to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate contrary in this Agreement, upon written notice the rights set forth hereinabove are cumulative and in addition to the other Party, as to the country or other geographic area, and Product, or Products, respectively, covered those otherwise provided by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic arealaw.

Termination by Either Party. 9.2.1 If either Party shall materially breach any of its obligations hereunder and shall fail to correct such breach within thirty (30i) days after the other Party shall have given notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends to Either party may terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end of such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors, the other Party shall be entitled by notice in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice to the other Partyparty if no Triggering Event occurs with respect to the AG Product by May 31, 2013; provided, however, that neither party may exercise its rights under this Section 7.4(i) if a Triggering Event shall not have otherwise occurred for any reason provided in subsections (ii), (iii) or (iv) of this Section 7.4. (ii) Either party may terminate this Agreement by written notice to the other party if the terminating party is advised by the FDA or its outside regulatory legal counsel that marketing, distributing, selling or offering to sell the AG Product under the labeling described in Section 9.3(iii) would likely constitute a violation of the Act or applicable regulations thereunder. (iii) Subject to the last sentence of this Section 7.4(iii), either party may terminate this Agreement upon reasonable notice to the other party, if any governmental entity determines that this Agreement could violate Applicable Law, including, but not limited to, the United States Federal Trade Commission or either of its Bureau of Competition or Bureau of Economics. In the event a party seeks to trigger this termination right, the parties shall first reasonably consult in good faith with one another for a period of [*] to discuss the potential triggering of this termination right; in the event no mutually agreeable decision is reached within such time period, either party may terminate this Agreement [*]. (iv) Subject to the last sentence of this Section 7.4(iv), either party may terminate this Agreement upon reasonable notice to the other party, if (a) the terminating party, on the advice of legal counsel, determines that this Agreement poses unreasonable legal or economic risks as the result of (1) the enactment or threatened enactment after the Effective Date of any law, decree, rule, regulation or resolution, or (2) any decision of a court or regulatory agency, or (3) any change or threatened change in interpretation of current laws, decrees, rules, regulations or resolutions, and (b) such enactment, decision or change results in the failure to launch, or inability to continue the commercial sale of the AG Product for a [*] period. In the event a party seeks to trigger this termination right, the parties shall first reasonably consult in [*] = 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. good faith with one another for a period of [*] to discuss the potential triggering of this termination right; in the event no mutually agreeable decision is reached within such time period, either party may terminate this Agreement [*]. (v) Either party may terminate this Agreement upon [*] written notice to the country or other geographic area, and Product, or Products, respectively, covered by party if the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights terminating party determines that it has become commercially unviable to such continue sales of the AG Product or Products in that country or geographic areathe Territory [*].

Termination by Either Party. 9.2.1 (a) If either Party shall materially breach fails to perform any of its material duties or obligations hereunder pursuant to this Agreement and shall fail to correct such breach is not cured within thirty (30) days days, in the event such breach involves the payment of money, or within ninety (90) days, with respect to any other breach, after notice to such Party specifying the nature of such failure, the other Party shall have given may terminate this Agreement in its entirety, or with respect to any or all of the services provided to the defaulting Party, upon further notice to it thereof, the aggrieved defaulting Party. Either Party shall be entitled to notify may terminate this Agreement immediately upon the occurrence of any of the following events: the other Party (i) is prevented from performing its obligations by reason of a Force Majeure Event for a period of six (6) months or more; (ii) becomes insolvent; (iii) enters bankruptcy, receivership, liquidation, composition of creditors, dissolution or similar proceeding; or (iv) undergoes a Change of Control Event. In the event that it intends KYMCO terminates this Agreement upon a Change of Control Event of LiveWire, except that LiveWire is Controlled by [***] after the relevant Change of Control Event, LiveWire shall have a period of up to [***] following such termination to transition the manufacturing services provided hereunder to itself or a third party. KYMCO shall continue to perform any manufacturing services requested by LiveWire with respect to the Products during such period subject to the terms and conditions of this Agreement. (b) Either Party will have the right to terminate this Agreement, with respect to one, several or all Products included in the Covered Products, by providing written notice of termination to the other Party on or after the date that the exclusive manufacturing period for such Covered Products expires, which termination will be effective [***] following delivery of such notice. In the event that LiveWire terminates this Agreement pursuant to this Section 13.2(b), (i) if the applicable termination occurs during the Initial Term for the relevant Product(s), LiveWire shall be liable for any Termination Charges related to the terminated Product(s); provided that, (1) KYMCO shall attempt to minimize and mitigate any Termination Charges; (2) subject to Section 5.5(d), KYMCO shall make available to LiveWire all assets the cost of which are included in the Termination Charges (e.g., materials, work-in-progress and finished goods, machinery and equipment, including related tooling, jigs, dies, gauges, fixtures, molds, patterns and other accessories), and LiveWire shall bear all removal and logistics costs therefor; (3) KYMCO shall attempt, to the extent practicable in KYMCO’s reasonable business judgment, to repurpose or redeploy, including for other Covered Products, any assets the cost of which would be included in the Termination Charges and any such assets that are repurposed or redeployed will be excluded from the Termination Charges, provided that any costs incurred by KYMCO in connection with such repurposing or redeployment shall be included in the Termination Charges; and (4) at LiveWire’s request, KYMCO shall, to the extent practicable in KYMCO’s reasonable business judgment, assign to LiveWire, in whole or in part, those third-party contracts for the procurement of materials, goods, and services required for the manufacture of Products hereunder, for which Termination Charges would otherwise have been payable; and (ii) KYMCO may adjust in its reasonable discretion the fee for the non-terminated Products if KYMCO reasonably determines that the termination of the supply of the relevant Product(s) will increase the cost of production of the non-terminated Products. Should LiveWire decide to terminate this Agreement unless during a Renewal Term, LiveWire shall compensate KYMCO, without duplication, with respect to the relevant Product, all expenditures, accruals or cost allocations arising from, relating to or incurred in connection with KYMCO’s end of production of such breach is corrected Product during such a Renewal Term for such Product, including all those relating to: (i) the termination or cancellation of procurement of materials, goods and may so terminate ten services, including supplier compensation payments, cancellation penalties, payments for obsolescence of material, work-in-progress and finished goods (10whether sold at a loss or scrapped) days or life-time buys of materials or goods from suppliers and all applicable premiums that were approved by LiveWire; (ii) the termination of employees or contract employees, including any wages, salaries and benefits through the earlier of the end of such a Renewal Term for the relevant Product and the date the obligation to pay such wages, salary and benefits expires, severance costs (to the extent such severance costs are consistent with KYMCO’s standard severance plan or any applicable collective bargaining agreement then in place), relocation costs, outplacement services, training costs and other termination-related payments; (iii) any overtime charges incurred in connection with last-time buys or building of a bank of materials that were approved by LiveWire; (iv) the disposal or scrapping of materials, work-in-progress or finished goods; (v) machinery and equipment, including related tooling, jigs, dies, gauges, fixtures, molds, patterns and other accessories, whether incurred as a result of the reconfiguration, relocation, disposal or scrapping thereof, an adjustment in the allocable share of depreciation and amortization or otherwise; (vi) any outstanding incremental capital investment made by KYMCO with respect to such Product (including related costs of capital); (vii) the surrender or vacation of unused manufacturing space dedicated to the relevant Product, including rental and leasehold payments, an allocable share of depreciation and amortization taxes and insurance premiums through the end of such a Renewal Term for the relevant Product; and (viii) the write-off of net book value of KYMCO Production Assets that are disposed of or destroyed in connection with the end of production of the relevant Product, in each case, regardless of whether such cash expenditures, accruals and cost allocations are incurred or disbursed prior or after the end of such thirty (30) day period if such breach is continuingproduction of the relevant Product, unless, provided that to the extent an expenditure, accrual or cost allocation, has been satisfied or paid by LiveWire in accordance the breach can be cured, the time period other provisions of thirty (30) days is not sufficient to cure this Agreement such breach in which event the Party in breach shall have such additional time as amount shall be reasonably necessary to cure excluded from the calculation of the compensation, provided further that such breach, but in no event to exceed six (6) months. Such termination compensation shall not give rise be limited to the payment of any penalty, damages or indemnity foregoing costs that are actually incurred by the terminating PartyKYMCO during such a Renewal Term. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors, the other Party shall be entitled by notice in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice to the other Party, as to the country or other geographic area, and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic area.

Termination by Either Party. 9.2.1 If This Agreement may be terminated early by either Party shall materially breach any upon written notice to this effect to the other Party: (a) Immediately in the case of its obligations hereunder and shall fail to correct such breach within thirty (30) days after bankruptcy, insolvency, application for suspension of payments, dissolution, liquidation or similar proceedings of the other Party shall have given notice to it thereof(unless, in the aggrieved Party shall be entitled to notify case of any such involuntary application or proceeding, such proceeding is dismissed within [***] days), whether based on a voluntary or on an involuntary petition. (b) In the event of the other Party that it intends failing to terminate comply with any of the provisions of this Agreement unless such and not remedying the violation or breach is corrected and may so terminate ten (10) days within [***] days, after having being notified by the end other Party provided that in the case of such thirty (30) day period a non-payment related material breach, if such breach is continuingcannot be cured within the [***] cure period, unless, to this Agreement shall not terminate if the extent the breach can be cured, the time period of thirty (30) days is not sufficient breaching Party has made diligent efforts to cure such breach within the [***] period and this Agreement shall remain in which effect for such period after notice of breach as may be reasonable in the circumstances as long as the breaching Party continues to use diligent efforts to pursue the cure with a reasonable expectation that cure will be effected as promptly as practicable thereafter. In the event the Party Parties dispute in good faith the existence of a material breach of a Party's diligence in attempting to cure a material breach, termination of this Agreement shall have not be deemed to occur unless and until such additional time as shall be reasonably necessary dispute has been referred for resolution in accordance with Section 15.15 hereof, material breach of the Agreement or failure to make diligent efforts to cure such breachbreach has been established by an arbitration thereunder and, but in no event to exceed six (6) months. Such termination shall not give rise to if such breach can be cured by the payment of any penalty, damages money or indemnity remedial actions within a defined period as established by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditorsarbitration, the other breaching Party shall does not pay the amount so determined to be entitled due within [***] or perform such remedial actions within such defined period following and as required by notice in writing to such Party to terminate this Agreement forthwitharbitration decision. Such termination shall not give rise The Parties recognize the importance of a prompt resolution of any material breach related to the payment diligence of any penaltyProduct marketing efforts in accordance with the standards set forth herein. Accordingly, damages or indemnity by in the terminating Party. 9.2.3 If, upon the decision event that a notice of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, material breach with respect to a claim marketing diligence issue is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice to disputed in good faith by the other Party, as any arbitration demanded and accomplished in accordance with Section 15.15 will proceed on an expedited basis. Without limiting the generality of the foregoing, each Party shall be required to select its arbitrator within [***] from notice of arbitration, the country or other geographic areatwo so selected will be instructed to choose the third arbitrator within [***] of their appointment and the arbitration panel shall be instructed to complete its proceedings within [***] and to reach a decision within [***] of such completion. Further, in the event of a material breach of marketing and Productpromotional efforts during the first [***] periods following the initial Launch, or Products[***]. Nevertheless, respectively, covered by the Patent or other proprietary or protected right. Upon Parties have agreed that (i) when termination is due to a breach of any such termination by WCH, WCH shall have no further rights obligations related to such Product or Products in that country or geographic area[***] and/or (ii) [***].

Termination by Either Party. 9.2.1 If Notwithstanding the stipulation in Section 13.1, either Party shall materially breach may terminate this Agreement (subject to the provisions of the last paragraph of this Section 13.3(b)) upon the occurrence of any of its obligations hereunder the following itemized events: (i) such Party notifies the other Party of the fact of material default or breach of any material provision in this Agreement by the notified Party, and shall fail the notified Party fails to correct take corrective measures to mitigate or cure such default or breach within thirty sixty (3060) days from the date of notification, or, if such default or breach cannot be reasonably cured within sixty (60) days of notification, the notified Party failed to use Commercially Reasonable Efforts to begin to mitigate or cure such default or breach within sixty (60) days of notification; or (ii) the other Party files in any court or agency pursuant to any statute or regulation pertaining to bankruptcy, solvency, or payment of debts, of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of such other Party or of its assets, or if such other Party shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within sixty (60) days after the filing thereof, or if such other Party shall have given notice be a party to it thereofits dissolution or liquidation, the aggrieved or if such other Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end of such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes make an assignment for the benefit of creditors. For the sake of clarity, the other Party Licenses granted by AIT Therapeutics in Section 2.1 shall be entitled by notice deemed severable on a country-by-country basis within the Territories. AIT Therapeutics’ right of termination pursuant to Section 13.3(b)(i) based on a material breach of Circassia’s obligations in writing to such Party to terminate this Agreement forthwith. Such termination one country in the Territories shall not give rise to affect Circassia’s rights or obligations under the payment of any penalty, damages or indemnity by License in the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use other country of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice to the other Party, as to the country or other geographic area, and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic areaTerritories.

Termination by Either Party. 9.2.1 If either Party shall materially breach any of its obligations hereunder and shall fail to correct such breach within thirty (30a) days after the other Party shall have given notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends to Celgene or Pharmion may terminate this Agreement unless such breach is corrected and may so terminate ten (10) on 60 days after the end of such thirty (30) day period if such breach is continuing, unless, prior written notice to the extent other party following (i) a material breach by the breach can be curedother party of any covenant, duty or undertaking herein, or in the time period letter agreement of thirty even date entered into among Pharmion, Guarantor and Celgene (30) days the "Letter Agreement"), which is not sufficient to cure such breach cured within 60 days of written notice thereof; or (ii) if the other party shall become insolvent or shall file or have filed by its creditors a petition in which event bankruptcy or similar proceeding, if a court of competent jurisdiction appoints a receiver over the Party in breach shall have such additional time as shall be reasonably necessary to cure such breachbusiness or assets of the other party, but in no event to exceed six (6) months. Such termination shall not give rise to or the payment of any penalty, damages or indemnity making by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files party of a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an general assignment for the benefit of creditors. (b) In addition, the other Party shall be entitled by notice in writing to such Party to Celgene may terminate this Agreement forthwith. Such termination shall not give rise on 30 days prior written notice to Pharmion following (i) Pharmion's failure to apply for UK Regulatory Approval, which application may be to the payment EMEA, within twelve (12) months after the date of any penalty, damages this Agreement or indemnity by Pharmion' s failure to obtain Regulatory Approval in the terminating Party. 9.2.3 If, upon United Kingdom within three (3) years after the decision date of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, (ii) Pharmion's failure to pay Celgene any amount hereunder when due, unless Pharmion is disputing such payment in good faith or otherwise cures such default within 30 days of Celgene's delivery of the notice, (iii) Pharmion's discontinuance of the active conduct of its business for a period in excess of 30 days, (iv) Pharmion's failure to commence a market launch of the Products within the United Kingdom within three months after receipt of UK Regulatory Approval, or (v) any change in control of Pharmion that Celgene does not consent to, such consent not be unreasonably withheld or delayed. For purposes of the preceding clause (v), a "change in control" shall be deemed to occur upon written notice (A) the acquisition by any Scheduled Entity (as hereinafter defined) of 50% or more of Pharmion's voting shares, (B) directors elected to the other PartyBoard of Directors of Pharmion over any 24-month period nominated by any Scheduled Entity representing 30% or more of the total number of directors constituting the Board at the beginning of the period, as to the country (C) any merger, consolidation or other geographic area, and Product, or Products, respectively, covered by corporate combination upon the Patent or other proprietary or protected right. Upon completion of which shares of any such termination by WCH, WCH shall have no further rights Scheduled Entity outstanding prior to such Product or Products in that country or geographic area.transaction represent more than

Termination by Either Party. 9.2.1 If either Party The occurrence of one or more of the following events shall materially breach any constitute a default of its obligations hereunder and shall fail to correct such breach within thirty (30) days after the other Party shall have given notice to it thereof, party responsible for the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end occurrence of such thirty event "Default"): (30a) day period if Material breach of the Agreement, including, without limitation, (i) the failure of NewTech to supply Products and/or provide services as provided for herein with such diligence as will insure compliance with all delivery, installation, completion and other dates specified herein, (ii) the failure of Kmart to pay or reimburse any material amounts which are due to be paid or reimbursed hereunder; (iii) any failure relating to Section 2.1, Section 3.1.4 and/or Section 9 herein; or (iv) Salton's breach is continuing, unless, to of the extent the Salton Agreement; (b) Failure or material breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penaltymaterial condition, damages obligation, covenant, representation or indemnity warranty set forth herein; or (c) Insolvency, or the institution of proceedings by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves against a party under any federal or files a petition for state bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver insolvency law or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditorsall or substantially all creditors which proceeding is not stayed within sixty (60) days of filing; or the cessation of operations or doing business for any reason. Upon the occurrence of a Default, the other Party non-defaulting party shall provide written notice (the "NOTICE") to the defaulting party specifying the nature of the Default and the conduct required to cure such Default. The defaulting party shall have 60 days following the date the Notice is received by the non-defaulting party to cure the Default (30 days for non-payment by Kmart under a Specific Purchase Order where the amount involved exceeds $2,000.000). If the Default is not cured by the defaulting party within such period, the non-defaulting party may elect to either specifically enforce performance hereof or terminate this Agreement. If, however, Kmart Defaults, NewTech's remedies shall not exceed the amount NewTech would have received as its sole and exclusive remedy under Section 5 herein with respect to Minimum Product Orders which have not been placed as of the effective date of the Default or Termination. In the event of NewTech's Default or wrongful termination of this Agreement, Kmart shall not owe NewTech any damages under Section 5 of this Agreement. A party's failure to demand cure of or terminate this Agreement as a result of a prior Default shall not be entitled deemed a waiver by notice in writing the party of the right to such Party demand cure of or to terminate this Agreement forthwithas a result of a subsequent Default. Such termination shall not give rise Unless otherwise indicated to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate contrary in this Agreement, upon written notice the rights set forth hereinabove are cumulative and in addition to the other Party, as to the country or other geographic area, and Product, or Products, respectively, covered those otherwise provided by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic arealaw.

Termination by Either Party. 9.2.1 If (a) This Agreement may be terminated by either Party shall materially breach any of its obligations hereunder and shall fail to correct such breach within thirty (30) days after party, in the event that the other Party shall have given notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten party (10a) days after the end of such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of paymentsunder the Bankruptcy Act, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors, voluntarily has a receiver appointed for it or a substantial part of its assets, or otherwise takes advantage of any statute or law designed for relief of debtors or (b) fails to perform or otherwise breaches any of its obligations hereunder, if, following the giving of notice by the terminating party of its intent to terminate and stating the grounds therefor, the party receiving such notice shall not have cured the failure or breach within thirty (30) days. In no event, however, shall such notice or intention to terminate be deemed to waive any rights to damages or any other Party remedy which the party giving notice of breach may have as a consequence of such failure or breach. (b) All rights and licenses granted under or pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, as amended (the “Code”), licenses of rights to "intellectual property" as defined under Section 101 of the Code. The parties agree that Company is a licensee of such rights under this Agreement and shall retain and may fully exercise all rights under the Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against JHU or its assignee under the Code, Company shall be entitled by notice to (x) take control of the patent prosecution of the Patent Rights and (y) receive a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and embodiments, if not already in writing Company's possession, shall be, within ten (10) days of the commencement of such proceeding, delivered to such Party it upon JHU's receipt of a request therefore, unless JHU (or a trustee on behalf of JHU) elects to terminate continue to perform all of its obligations under this Agreement. Nothing herein shall constitute Company's acquiescence or agreement that all or any portion of this Agreement forthwith. Such termination shall not give rise is subject to the payment of any penalty, damages or indemnity by the terminating Partyrejection. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice to the other Party, as to the country or other geographic area, and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic area.

Termination by Either Party. 9.2.1 If either Party shall materially breach (a) This Agreement may be terminated and canceled at any time prior to the Time of Closing by Buyer upon written notice to the Seller if: (i) any of its obligations the representations or warranties of Seller contained herein or in any Additional Document is inaccurate or untrue; (ii) any covenant, obligation, EXECUTION COPY term or condition to be performed, kept or observed by Seller hereunder has not been performed, kept or observed in any material respect at or prior to the time specified in this Agreement; or (iii) the Closing has not occurred on or before February 1, 2000 (except as a result of the failure of shareholders holding greater than 50% of the voting power of Seller entitled to vote at the Special Meeting, to have authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby); provided, however, that if the Proxy Materials are reviewed by the SEC, such date shall fail be March 1, 2000; and provided, further, that in each such case Buyer is not then in default in any material respect in the performance of any obligation, term or condition to correct be performed, kept or observed by Buyer and no representation or warranty of Buyer contained herein or in any Schedule attached hereto is inaccurate or untrue in any material respect. If Buyer terminates this Agreement, Buyer shall not be deemed to have waived and Buyer shall retain all rights with respect to any claim that Buyer may have against Seller for a breach under this Agreement. (b) This Agreement may be terminated and canceled at any time prior to the Time of Closing by Seller upon written notice to Buyer if: (i) any of the representations or warranties of Buyer contained herein or in any Schedule attached hereto is inaccurate or untrue; (ii) any covenant, obligation, term or condition to be performed, kept or observed by Buyer hereunder has not been performed, kept or observed in any material respect at or prior to the time specified in this Agreement; (iii) the Closing has not occurred on or before February 1, 2000 (except as a result of the failure of shareholders holding greater than 50% of the voting power of Seller entitled to vote at the Special Meeting, to have authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby); provided, however, that if the Proxy Materials are reviewed by the SEC, such date shall be March 1, 2000; and provided, further, that in each such case Seller is not then in default in any material respect in the performance of any obligation, term or condition to be performed, kept or observed by Seller and no representation or warranty of Seller contained herein or in any Schedule attached hereto is inaccurate or untrue in any material respect. If Seller terminates this Agreement, Seller shall not be deemed to have waived and Seller shall retain all rights with respect to any claim that Seller may have against Buyer for a breach under this Agreement. (c) This Agreement may be terminated and canceled by Seller or Buyer within thirty seven (307) days after the other Party shall have given notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end of such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors, the other Party shall be entitled by notice in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, Special Meeting upon written notice to the other Partyparty if at the Special Meeting, as shareholders of Seller holding greater than 50% of the voting power of Seller entitled to vote at the country or other geographic area, Special Meeting do not approve this Agreement and Product, or Products, respectively, covered the transactions contemplated by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic areathis Agreement.

Termination by Either Party. 9.2.1 If This Agreement may be terminated by either Party shall materially breach any party before expiration of its obligations hereunder and stated term, by giving written notice of termination, such termination effective upon the giving of such notice, as follows: (a) breach by the other party of any covenant (other than a payment covenant covered by Section 3.2) or of any representation or warranty contained in this Agreement that is continuing sixty (60) calendar days after the non-breaching party gives the breaching party written notice of such breach; or (b) the non-terminating party becomes insolvent, or voluntary or involuntary proceedings by or against the non-terminating party are instituted in bankruptcy or under any insolvency law, or a receiver or custodian is appointed for the non- terminating party, or proceedings are instituted by or against the non-terminating party for corporate reorganization or the dissolution of the non-terminating party, which proceedings, if involuntary, shall fail to correct such breach not have been dismissed within thirty sixty (3060) days after the other Party shall have given notice to it thereofdate of filing, or the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end of such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the non-terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or party makes an assignment for the benefit of creditors, the other Party shall be entitled by notice in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise to the payment ; or (c) The cessation of any penalty, damages or indemnity operations by the non-terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right party (other than trademark rightspursuant to a merger, reorganization or consolidation in which the non- -------------------- The "[X]" marks in Exhibit 10.4 represents deleted material which is subject to a request for Confidential Treatment and has been filed separately with the Secretary of the Securities and Exchange Commission. (d) the seizure or attachment of a Third Partyall or substantially all of the assets of the non-terminating party, then either Party in conjunction with any action against it by any third party, which seizure or attachment is not released within forty-five (45) days after such seizure or attachment and which is contested in good faith by the non-terminating party. Upon the occurrence of any Event of Default (as defined in the License Agreement), CytRx shall have the right to immediately terminate this Agreement, upon Agreement by giving written notice to the other Partyof termination, as to the country or other geographic area, and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination to be effective with the giving of such notice. No exercise by WCH, WCH shall CytRx of any right of termination will constitute a waiver of any right of CytRx for recovery of any moneys then due to it hereunder or any other right or remedy it may have no further rights to such Product by law or Products in that country or geographic areaby this Agreement.

Termination by Either Party. 9.2.1 If either Either Party shall materially breach any of may terminate this Agreement in its obligations hereunder and shall fail entirety immediately upon written notice to correct such breach within thirty (30) days after the other Party shall have given notice to it thereof, in the aggrieved Party shall be entitled to notify event that (i) (a) the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end subject of such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy bankruptcy, reorganization, or suspension of paymentsarrangement, whether voluntary or involuntary, and the same is adjudicated bankruptnot dismissed within [**] thereof, has (b) a receiver or trustee is appointed for its property all or estatea substantial portion of the assets of the other Party, becomes insolvent or (c) the other Party makes an assignment for the benefit of creditorsits creditors or (ii) the Financing is not consummated by the Outside Date. The Parties hereby agree that all rights and licenses granted by a Party (for purposes of this Section, “Licensor”) to the other Party shall be entitled by notice in writing to such Party to terminate (for purposes of this Section, “Licensee”) under this Agreement forthwith. Such termination are rights and licenses in “intellectual property” within the scope of Section 101 (or its successors) of the Code and Licensee shall not give rise have and may fully exercise all rights available to a licensee under the payment Code and any other Debtor Relief Law, including without limitation under Section 365(n) of the Code or its successors or any similar section of any penalty, damages or indemnity by other applicable Debtor Relief Law. In the terminating Party. 9.2.3 If, upon the decision event of a court case under the Code or any other Debtor Relief Law involving Licensor, in addition to and not in lieu or limitation of competent jurisdiction from which either no appeal can be taken any other rights or the time for an appeal has expired without an appeal having been filedremedies available to Licensee, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall Licensee will have the right to immediately terminate obtain (and Licensor or any trustee, receiver, or equivalent under any Debtor Relief Law for Licensor or its assets will, at Licensee’s written request, deliver to Licensee) a copy of all embodiments of any of the intellectual property rights licensed to Licensee under this Agreement, upon written notice to the other Party, as to the country or other geographic areaincluding embodiments of any and all Developed Technology, and Productany other intellectual property necessary or useful for Licensee, without the involvement of Licensee or Productsthird party provider of Licensee, respectivelyto use and exploit the embodiments as contemplated under this Agreement. In addition, covered Licensor will take all steps reasonably requested by Licensee to perfect, exercise and enforce its rights under this Section 15.3, including filings in any patent or copyright office or with any other Governmental Authorities with respect thereto, and under any applicable version of the Patent Uniform Commercial Code or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic areaits equivalent.

Termination by Either Party. 9.2.1 If either Party shall materially breach (a) In the event that Pinnacle Corp., Pinnacle or Delta (i) makes a general assignment for the benefit of creditors or becomes insolvent, (ii) files a voluntary petition in bankruptcy, (iii) petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its obligations hereunder assets, (iv) commences under the laws of any competent jurisdiction any proceeding involving its insolvency, bankruptcy, reorganization, readjustment of debt, dissolution, liquidation or any other similar proceeding for the relief of financially distressed debtors, (v) becomes the object of any proceeding or action of the type described in (iii) or (iv) above and shall fail such proceeding or action remains undismissed or unstayed for a period of at least thirty (30) days, or (vi) is divested of a substantial part of its assets for a period of at least thirty (30) days, then Pinnacle Corp. or Pinnacle (in the event the foregoing occurs with respect to correct Delta) or Delta (in the event the foregoing occurs with respect to Pinnacle Corp. or Pinnacle) may by written notice terminate this Agreement immediately. (b) Except as otherwise provided in Section 10.03, in the event of a breach of a nonmonetary provision of this Agreement by any Party remaining uncured for more than thirty (30) days after receipt of written notification of such default by the nondefaulting Party, or in the case of a breach requiring more than thirty (30) days notice to cure, the defaulting Party does not begin and pursue with due diligence a method of cure within thirty (30) days after receipt of written notification specifying in reasonable detail the other nature of such default from the nondefaulting Party, then the nondefaulting Party may terminate this Agreement at its sole option; provided, however, in the case of a breach by Pinnacle of Section 2.11(c), Delta shall have given notice to it thereof, the aggrieved Party shall not be entitled to notify the other Party that it intends permitted to terminate this Agreement unless a breach by Pinnacle of such breach is corrected and may so terminate ten section shall remain uncured for a period of ninety (1090) days after or more. (c) In the end event of a breach of a monetary provision of this Agreement by either Party and such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be cured, the time period of default remaining uncured for more than thirty (30) days is not sufficient to cure after receipt of written notification specifying in reasonable detail the nature of such breach in which event default from the nondefaulting Party, then the nondefaulting Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors, the other Party shall be entitled by notice in writing to such Party to may terminate this Agreement forthwith. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Partyat its sole option. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice to the other Party, as to the country or other geographic area, and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic area.

Termination by Either Party. 9.2.1 If either (a) Either Party shall materially may terminate this Agreement, any Technology Addendum and/or any Material Transfer Addendum, if the other Party commits a breach any of its obligations hereunder and shall fail fails to correct remedy such breach within thirty (30) 60 days after receiving written notice (the “Cure Period”). The Cure Period may be extended an additional 120 days (the “Cure Period Extension”) if the breaching Party is unable to reasonably cure the breach within the Cure Period. Any request for a Cure Period Extension must be submitted to the non-breaching Party during the Cure Period and such request will be accompanied by a written description detailing why such breach could not be cured during the Cure Period, and will describe in detail, the actions that the breaching party will take to cure the breach during the Cure Period Extension (the “Cure Plan”). The Cure Plan will be reviewed, approved, and signed by authorized representatives of Parties. If OHSU is unable to determine Licensee’s and its Sublicensee’s compliance with the terms and conditions of this Agreement, any Technology Addendum, and/or any Material Transfer Addendum because Licensee has not provided sufficient communications required by this Agreement, any Technology Addendum, and/or any Material Transfer Addendum, the Parties agree that such failure to provide will also be deemed evidence of Licensee’s failure to perform activities to which were to be reported in such communications. (b) This Agreement will terminate if the other Party shall have given notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end of such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into enters liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee administrator appointed for its property over any assets related to this Agreement, makes any voluntary assignment with or estate, becomes insolvent or makes an assignment for the benefit of any of its creditors, or ceases to carry on business, or any similar event under the other law of any foreign jurisdiction. If either Party shall be entitled by notice in writing to enters into any of the above actions inadvertently, and such Party fails to terminate this Agreement forthwith. Such termination shall not give rise to the payment remedy such inadvertent action within 30 days of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Partysuch action, then either Party shall have the right to immediately terminate this Agreement, upon written notice to the other Party, as to the country or other geographic area, each Technology Addendum and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic areaeach Material Transfer Addendum will terminate immediately.

Termination by Either Party. 9.2.1 If either Either Party may, without prejudice to any other remedies available to it under this Agreement or at law or in equity, terminate this Agreement prior to expiration of the Agreement Term in the event that any of the following occurs: (i) The other Party (as used in this subsection, the “Breaching Party”) shall have materially breach breached or defaulted in the performance of any of its material obligations hereunder (including a breach of the representations and shall fail to correct warranties set forth in this Agreement), and has not cured such breach within (i) thirty (30) days after the other Party shall have given notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless of such breach is corrected and may so terminate ten provided to the Breaching Party in case the breach is a non-payment of any amount due under this Agreement that is not being disputed in good faith (10which shall be deemed a material breach of a material obligation) or (ii) sixty (60) days after notice of such breach is provided to the Breaching Party for other cases of breach (or, if such default cannot be cured within such sixty (60) day period, if the Breaching Party does not commence and diligently continue actions to cure such default during such sixty (60) day period). The termination shall become effective at the end of such the (i) thirty (30) day period in case the breach is a non-payment of any amount due under this Agreement that is not being disputed in good faith if the Breaching Party has not cured such breach by such date, or (ii) for other cases of breach, sixty (60) day period unless (a) the Breaching Party cures such breach during such sixty (60) day period, or (b) if such breach is continuing, unless, not susceptible to the extent the breach can be curedcure within such sixty (60) day period, the time period of thirty Breaching Party has commenced and is diligently pursuing a cure (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure unless such breach, but by its nature, is incurable, in no event which case the Agreement may not be terminated unless the Breaching Party fails to exceed six (6use its best commercially reasonable efforts to prevent a similar subsequent breach). The right of either Avalon or Athenex to terminate this Agreement as provided in this Section 8.2(c)(i) months. Such termination shall not give rise be affected in any way by such Party’s waiver or failure to the take action with respect to any previous breach or default. (ii) The other Party stops or suspends payment of any penalty, damages all or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension class of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estatedebts, becomes insolvent or makes sells or parts with possession of the whole or a major part of its assets or major undertaking. (iii) An application or order is made, proceedings are commenced, a resolution is passed or proposed in a notice of meeting or an application to a court or other steps are taken (other than frivolous or vexatious applications, proceedings, notice or steps) for the winding up or dissolution of the other Party or for it to enter an arrangement, compromise or composition with or assignment for the benefit of its creditors, the other Party shall be entitled by notice a class of them or any of them. (iv) The Parties agree in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice to the other Party, as to the country or other geographic area, and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic area.

Termination by Either Party. 9.2.1 If either Party shall materially breach Notwithstanding any of its obligations hereunder and shall fail to correct such breach within thirty (30) days after the other Party shall have given notice to it thereofforegoing, the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end of such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the terminated by a Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors, the other Party shall be entitled by notice in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice to the other Party of its intent to terminate under this Section 12.2 upon the occurrence of any of the following: (a) a material breach of any term or condition of this by the other Party which is amenable to cure, and the breaching Party shall have failed to cure such breach within *** days from the receipt by it of written notice thereof from the other Party; it being understood and agreed that with respect to ANIKA’s supply obligations, the failure by ANIKA to supply ARTES with at least *** of the monthly quantities of the Product included in ARTES’ Purchase Orders and binding on ANIKA in accordance with all Specifications and Packaging Requirements for *** shall constitute a material breach; provided, however, that ANIKA may cure such material breach by fulfilling its supply obligation shortfall from the previous *** in the succeeding *** , but subject to ARTES reducing otherwise-applicable Purchase Orders due to missed opportunities as a result of ANIKA’S failure under Section 5.8; *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. (b) the other Party assigns or transfers this Agreement in violation of Section 16.5; (c) the other Party commits a material breach of this Agreement which is not amenable to cure; (d) the other Party shall commence any case, proceeding or other action (A) under any applicable law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, wind-up, liquidation, dissolution, composition or other relief with respect to it or its debts, provided, however, this subclause shall not apply to any Affiliate of such other Party, as to the country or (B) seeking appointment of a receiver, trustee, custodian or other geographic areasimilar official for it or for all or any substantial part of its assets; (e) there shall be commenced against the other Party any such case, proceeding or other action referred to in clause (d) of this Section 12.2 which results in the entry of an order for relief, and Productwhich has not been relieved within sixty (60) days; (f) the other Party taking any action authorizing, or Productsin furtherance of, respectivelyor indicating its consent to, covered approval of, or acquiescence in, any of the acts set forth above in clauses (d) or (e) of this Section 12.2; (g) the other Party admitting in writing its inability generally to pay its debts as they become due; (h) if by reason of force majeure, as described in Section 16.11, the obligations imposed hereunder cannot be discharged by the Patent other Party for a period of more than *** *** , provided that if at the end of such *** period ANIKA and ARTES agree that such force majeure will not exist for an additional **** , then this termination right shall not be exercisable until the expiration of such additional *** period and shall be of no force or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights effect with respect to such force majeure event if such other Party resumes performance under this Agreement by the end of such additional *** period; or (i) Either Party may terminate hereunder if new objective evidence arising after the Effective Date reveals that the Product (in conformity with the Specifications and the Packaging Requirements) has any safety issue that materially or Products in that country substantially impairs the ability of ARTES to successfully Commercialize, market or geographic areasell the Product.

Termination by Either Party. 9.2.1 If Without prejudice to any right or remedy either Party may have against the other for breach or non-performance of this Agreement, either Party shall materially breach have the right by notice in writing to the other Party to terminate all or any part of this Agreement on or at any time after the happening of any of its obligations hereunder the following events: (a) If the other Party commits a material or persistent breach of any of the terms and shall fail to correct conditions set out in this Agreement provided that where such breach is capable of remedy the other Party has been notified in writing of the breach and has not cured it within thirty (30) days after of receipt of such notice. For the avoidance of doubt, any breach by the Supplier of its obligations of confidentiality regarding UBS Sensitive Information will automatically be deemed to be a material breach. For the purposes of this Clause a breach shall be considered capable of remedy if time is not of the essence in performance of the obligation and if the other Party shall have given notice to it thereof, can comply with the aggrieved Party shall be entitled to notify obligation within the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end of such thirty (30) day period if such breach is continuing, unless, notice period; * Confidential treatment has been requested for portions of this agreement. The copy filed herewith omits the information subject to the extent confidentiality request. Omissions are designated as [*]. A complete version of this agreement has been filed separately with the breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating PartySecurities and Exchange Commission. 9.2.2 If either Party (b) the passing by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors, the other Party shall be entitled of a resolution for its winding-up (except in connection with a bona fide business re-organisation) or the making by notice in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken of an order for the winding-up of the other Party or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use dissolution of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right Party; (other than trademark rightsc) the making of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice an administration order in relation to the other Party, as to Party or the country appointment of a receiver or other geographic area, and Productan administrative receiver over, or Productsthe taking possession or sale by an encumbrancer of, respectively, covered by any of the Patent other Party’s assets; (d) the other Party making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally; or (e) if the other proprietary Party’s performance during a Force Majeure Event is not resumed within ninety (90) days (or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products other period as may be specified in that country or geographic areaa Task Order) of its suspension under the provisions of Clause 11.5 (Force Majeure).

Termination by Either Party. 9.2.1 If either Either Party may, without prejudice to any other remedies available to it under this Agreement or at law or in equity, terminate this Agreement prior to expiration of the Agreement Term in the event that any of the following occurs: (i) The other Party (as used in this subsection, the “Breaching Party”) shall have materially breach breached or defaulted in the performance of any of its material obligations hereunder (including a breach of the representations and shall fail to correct warranties set forth in this Agreement), and has not cured such breach within (i) thirty (30) days after the other Party shall have given notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless of such breach is corrected and may so terminate ten provided to the Breaching Party in case the breach is a non-payment of any amount due under this Agreement that is not being disputed in good faith (10which shall be deemed a material breach of a material obligation) or (ii) sixty (60) days after notice of such breach is provided to the Breaching Party for other cases of breach (or, if such default cannot be cured within such sixty (60) day period, if the Breaching Party does not commence and diligently continue actions to cure such default during such sixty (60) day period). The termination shall become effective at the end of such the (i) thirty (30) day period in case the breach is a non-payment of any amount due under this Agreement that is not being disputed in good faith if the Breaching Party has not cured such breach by such date, or (ii) for other cases of breach, sixty (60) day period unless (a) the Breaching Party cures such breach during such sixty (60) day period, or (b) if such breach is continuing, unless, not susceptible to the extent the breach can be curedcure within such sixty (60) day period, the time period of thirty Breaching Party has commenced and is diligently pursuing a cure (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure unless such breach, but by its nature, is incurable, in no event which case the Agreement may not be terminated unless the Breaching Party fails to exceed six (6use its best commercially reasonable efforts to prevent a similar subsequent breach). The right of either Avalon or Athenex to terminate this Agreement as provided in this Section 9.2(c)(i) months. Such termination shall not give rise be affected in any way by such Party’s waiver or failure to the take action with respect to any previous breach or default. (ii) The other Party stops or suspends payment of any penalty, damages all or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension class of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estatedebts, becomes insolvent or makes sells or parts with possession of the whole or a major part of its assets or major undertaking. (iii) An application or order is made, proceedings are commenced, a resolution is passed or proposed in a notice of meeting or an application to a court or other steps are taken (other than frivolous or vexatious applications, proceedings, notice or steps) for the winding up or dissolution of the other Party or for it to enter an arrangement, compromise or composition with or assignment for the benefit of its creditors, the other Party shall be entitled by notice a class of them or any of them. (iv) The Parties agree in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice to the other Party, as to the country or other geographic area, and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic area.

Termination by Either Party. 9.2.1 If This Agreement may be terminated by either Party shall materially breach any party before expiration of its obligations hereunder and stated term, by giving written notice of termination, such termination effective upon the giving of such notice, as follows: (a) breach by the other party of any covenant (other than a payment covenant covered by Section 3.2) or of any representation or warranty contained in this Agreement that is continuing sixty (60) calendar days after the non-breaching party gives the breaching party written notice of such breach; or (b) the non-terminating party becomes insolvent, or voluntary or involuntary proceedings by or against the non-terminating party are instituted in bankruptcy or under any insolvency law, or a receiver or custodian is appointed for the non- terminating party, or proceedings are instituted by or against the non-terminating party for corporate reorganization or the dissolution of the non-terminating party, which proceedings, if involuntary, shall fail to correct such breach not have been dismissed within thirty sixty (3060) days after the other Party shall have given notice to it thereofdate of filing, or the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end of such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the non-terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or party makes an assignment for the benefit of creditors, the other Party shall be entitled by notice in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise to the payment ; or (c) The cessation of any penalty, damages or indemnity operations by the non-terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right party (other than trademark rightspursuant to a merger, reorganization or consolidation in which the non- (d) the seizure or attachment of a Third Partyall or substantially all of the assets of the non-terminating party, then either Party in conjunction with any action against it by any third party, which seizure or attachment is not released within forty-five (45) days after such seizure or attachment and which is contested in good faith by the non-terminating party. Upon the occurrence of any Event of Default (as defined in the License Agreement), CytRx shall have the right to immediately terminate this Agreement, upon Agreement by giving written notice to the other Partyof termination, as to the country or other geographic area, and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination to be effective with the giving of such notice. No exercise by WCH, WCH shall CytRx of any right of termination will constitute a waiver of any right of CytRx for recovery of any moneys then due to it hereunder or any other right or remedy it may have no further rights to such Product by law or Products in that country or geographic areaby this Agreement.

Termination by Either Party. 9.2.1 If either Party The occurrence of one or more of the following events shall materially breach any constitute a default of its obligations hereunder and shall fail to correct such breach within thirty (30) days after the other Party shall have given notice to it thereof, party responsible for the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end occurrence of such thirty event (30"Default"): (a) day period if Material breach of the Agreement, including, without limitation, (i) the failure of Salton to supply Products and/or provide services as provided for herein with such diligence as will insure compliance with all delivery, installation, completion and other dates specified herein, (ii) the failure of Kmart to pay or reimburse any material amounts which are due to be paid or reimbursed hereunder; (iii) any failure relating to Section 2.1, Section 3.1.4 and/or Section 9 herein; or (iv) New Tech's breach is continuing, unless, to of the extent the NewTech Agreement; (b) Failure or material breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penaltymaterial condition, damages obligation, covenant, representation or indemnity warranty set forth herein; or (c) Insolvency, or the institution of proceedings by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves against a party under any federal or files a petition for state bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver insolvency law or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditorsall or substantially all creditors which proceeding is not stayed within sixty (60) days of filing; or the cessation of operations or doing business for any reason. Upon the occurrence of a Default, the other Party non-defaulting party shall provide written notice (the "Notice") to the defaulting party specifying the nature of the Default and the conduct required to cure such Default. The defaulting party shall have 60 days following the date the Notice is received by the non-defaulting party to cure the Default (30 days for non-payment by Kmart under a Specific Purchase Order where the amount involved exceeds $2,000,000). If the Default is not cured by the defaulting party within such period, the non-defaulting party may elect to either specifically enforce performance hereof or terminate this Agreement If, however, Kmart defaults, Salton's remedies shall not exceed the amount Salton would have received as its sole and exclusive remedy under Section 5 herein with respect to Minimum Product Orders which have not been placed as of the effective date of the Default or Termination. In the event of Salton's Default or wrongful termination of this Agreement, Kmart shall not owe Salton any damages under Section 5 of this Agreement. A party's failure to demand cure of or terminate this Agreement as a result of a prior Default shall not be entitled deemed a waiver by notice in writing the party of the right to such Party demand cure of or to terminate this Agreement forthwithas a result of a subsequent Default. Such termination shall not give rise Unless otherwise indicated to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate contrary in this Agreement, upon written notice the rights set forth hereinabove are cumulative and in addition to the other Party, as to the country or other geographic area, and Product, or Products, respectively, covered those otherwise provided by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic arealaw.

Termination by Either Party. 9.2.1 If either (a) Either Party shall materially may terminate this Agreement upon a material or continuing breach any of its obligations hereunder and shall fail to correct such breach within this Agreement by the other Party by giving thirty (30) days after prior written notice of termination, stating the other Party shall have given notice to it thereofclaimed breach with specificity, the aggrieved Party and termination shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after effective as of the end of such thirty (30) -day notice period if such unless the breach is continuing, unless, to then substantially cured or the extent the breach can be cured, the time period of thirty (30) days is not sufficient to cure breaching Party has commenced such breach in which event the Party in breach shall have such additional time as shall be reasonably actions necessary to cure such the breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either (b) Either Party may terminate this Agreement immediately by voluntary or involuntary action goes into liquidation, dissolves or files giving written notice of termination in the event of a petition for bankruptcy or suspension Default. Events of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, Default shall occur if the other Party: (a) becomes insolvent or admits in writing its inability to pay its debts as they mature; (b) makes or attempts to make an assignment for the benefit of creditors, the other Party shall be entitled by notice in writing ; (c) assigns or attempts to such Party to terminate assign this Agreement forthwith. Such termination shall or its rights or obligations hereunder without the non-Defaulting Party’s consent as required by this Agreement; (d) dissolves, liquidates or enters into receivership; (e) becomes the subject of voluntary or involuntary bankruptcy proceedings, and such proceedings are not give rise dismissed within one hundred twenty (120) days, or if this License or the rights hereunder are conveyed out of bankruptcy; (f) is convicted of any criminal offense in connection with the business associated with the Licensed Products; (g) with respect to Prism, ceased to conduct business with respect to the payment Licensed Products for a period of more than three (3) months and such cessation is not due to any penaltythird party claim with respect to the Product Intellectual Property or other legal impediment or Force Majeure Event; and (h) Prism, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer after receiving FDA approval to sell or use make any of the Product, or Licensed Products, respectively, infringes any Patent loses FDA or other proprietary regulatory approval to manufacture or protected right (other than trademark rights) sell all of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice to Licensed Products in the other Party, as to the country or other geographic areaUnited States, and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic area.approval is not restored within ninety (90) days;

Termination by Either Party. 9.2.1 If either Either Party shall materially may terminate this Agreement: (a) Upon ten (10 ) Business Days written notice in the event the other Party fails to make any payments due pursuant to this Agreement, unless such failure is remedied within such ten (10) Business Day notice period; (b) Upon thirty (30) days written notice in the event the other Party is in material breach of any of its obligations other obligation hereunder and such other Party or its Affiliate shall fail to correct remedy any such breach within thirty (30) days after the other Party shall have given written notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end of such thirty breach; ----------------------------- * Confidential Treatment has been requested for the marked portion. (30c) day period if such breach is continuing, unless, Subject to the extent the breach can be curedlast paragraph of this Section 9.2, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors, the other Party shall be entitled by notice in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice to the other Party, as in the event that the other Party fails to continue to do business in the ordinary course; (d) Subject to the country last sentence of this Section 9.2, immediately upon written notice if one or more of the following circumstances remains uncorrected for more than sixty (60) days: (i) entry of an order for relief by or against the other geographic areaParty under Title 11 of the United States Code or any foreign bankruptcy code; (ii) the making by the other Party of a general assignment to the benefit of creditors; (iii) the appointment of a general receiver or trustee in bankruptcy of the other Party's business or property; or (iv) action by the other Party under any insolvency or similar law for the purpose of its bankruptcy, and Productreorganization, or Productsliquidation. (e) Immediately upon written notice to the other Party, respectivelyin the event that the other Party challenges, covered directly or indirectly, the validity of any patent or patent application licensed to it by the other Party hereunder (other than, with respect to GTC, in defense of an action for infringement of any Pharming Patent or other proprietary or protected right. Upon Right). (f) Notwithstanding the foregoing and without in any way limiting GTC's right to terminate this Agreement pursuant to Section 9.1, the provisions of this Section 9.2(c)and (d) shall only apply to Pharming to the extent Pharming enters into such termination by WCHa condition subsequent to executing this Agreement. (g) For the avoidance of doubt, WCH the Parties acknowledge and agree that neither Party shall have no further rights the right to such Product unilaterally terminate this Agreement except pursuant to the provisions of Section 9.1 above or Products in that country or geographic areathis Section 9.2.

Termination by Either Party. 9.2.1 If This MoU may be terminated by either Party shall materially breach any of its obligations hereunder and shall fail to correct such breach within thirty (30) days after the other Party shall have given notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end of such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors, the other Party shall be entitled by notice in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken Parent or the time for an appeal has expired without an appeal having been filed, Company with a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice to the other Party: (a) if the Offer Acceptance Time has not occurred by the Outside Date (as it may be extended in accordance with this MoU); provided, however, that the right to terminate this MoU pursuant to this Section 9.2(a) is not available to any Party whose failure to perform any covenant or obligation under this MoU has been the principal cause of the failure of the Offer Acceptance Time to occur prior to the Outside Date; (b) if any Relevant Authority of competent jurisdiction shall have (i) denied in writing any Regulatory Approval required under Section 8.2(e), or (ii) enacted, issued, promulgated, enforced or entered any Restricting Law, and in each case of clauses (i) and (ii) such denial or Restricting Law shall have become final, binding and non-appealable, as applicable; provided, however, that the right to terminate this MoU pursuant to this Section 9.2(b) shall not be available to any Party (x) whose failure to perform any covenant or obligation under this MoU (including any obligation under Section 6.1) or (y) whose material breach of this MoU has been the principal cause of, or resulted in, the occurrence of any of the events referred to in this Section 9.2(b); (c) at any time prior to the country public announcement of the Company Board Recommendation, if (i) the Company Board effects a Change in Company Announcement Statement or other geographic area(ii) a Failure to Issue the Company Board Recommendation occurs, in each case, following the later of the Consultation on the Offer and Productthe Post-Offer Consultation (or, in the case of a new consultation pursuant to Section 2.1(c), following such new consultation) in accordance with Section 2.3; (d) the Offer shall have earlier (i) expired (after giving effect to any extensions thereof in accordance with this MoU) or (ii) been terminated, in each case, in accordance with the terms of this MoU and the Offer Acceptance Time shall not have occurred solely as a result of the Minimum Condition not being satisfied; provided, however, that the right to terminate this MoU pursuant to this Section 9.2(d) shall not be available to any Party (x) whose failure to perform any covenant or obligation under this MoU or (y) whose material breach of this MoU has been the principal cause of, or Productsresulted in, respectivelythe Minimum Condition not being satisfied; or (e) if on or prior to December 2, covered by 2023 (the Patent “Ruling Date”), Parent has not received either an Adverse Japanese Tax Ruling or other proprietary or protected right. Upon any such termination by WCHConfirmatory Japanese Tax Ruling; provided, WCH that the right to terminate this MoU pursuant to this Section 9.2(e) shall not be available to either Party if Parent receives a Confirmatory Japanese Tax Ruling following the Ruling Date and neither Party has terminated pursuant this Section 9.2(e); or (f) if Parent shall have no further rights to such Product or Products in that country or geographic areareceived an Adverse Japanese Tax Ruling.

Termination by Either Party. 9.2.1 If This Agreement may be terminated unilaterally by either Party shall materially breach party upon written notice to the other party in the event of any of its obligations hereunder the following: (a) nonpayment of all or any portion of any properly due and payable amount that is (i) continuing for twenty (20) business days after the defaulting party has received notice from the non- defaulting party of such nonpayment, and (ii) not the subject of a good faith dispute between the parties, in which case such dispute shall fail be resolved pursuant to correct the terms of Section 16.5 of this Agreement; (b) material breach by the other party of any provision herein (other than as specified in Sections 11.3(a), 11.4 and 11.5 of this Agreement) and (i) for a breach that can be reasonably cured within thirty (30) days, such breach within is continuing thirty (30) days after the other Party shall have given non-defaulting party gives the defaulting party notice to it thereofof such breach specifying in reasonable detail the particulars of the alleged breach, or (ii) for a breach that by its nature can not be reasonably cured by the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless defaulting party within thirty (30) days, such breach is corrected continuing and may so terminate ten either (10x) days after no material steps have been taken by the end of defaulting party to cure such breach during the thirty (30) day period if such breach is continuingfollowing receipt of the non-defaulting party's notice, unless, to the extent or (y) the breach can be cured, the time has not been cured within a reasonable period of time as determined by the non-defaulting party, which period shall in no event be longer than ninety (90) days; (c) the other party becomes insolvent, or voluntary or involuntary proceedings are instituted by or against the other party, which proceedings are not stayed or dismissed against the party within thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breachdays, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee custodian is appointed for its property such party's business, or estatea substantial portion of such party's business is subject to attachment or similar process, becomes insolvent or makes an assignment for the benefit of creditors, the other Party shall be entitled by party is unable to satisfy its financial obligations as they become due, enters into any compromise or arrangement with its creditors or enters into liquidation; (d) upon sixty (60) days prior written notice if a force majeure event (as described in writing to such Party to terminate Section 16.1 of this Agreement forthwith. Such termination shall not give rise to Agreement) excusing non-performance hereunder continues for a period of three (3) consecutive months; (e) upon sixty (60) days prior written notice upon the payment occurrence of any penalty, damages or indemnity by the terminating Partyevent under Section 16.6(a) of this Agreement. 9.2.3 If(f) upon prior written notice provided on or before March 1, upon 2002 in the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld event that the Manufacture, storage, importation, sale, offer to sell or use Regulatory Approval of the ProductFocalSeal -Registered Trademark- -S System in the United States is not received on or before December 31, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice to the other Party, as to the country or other geographic area, and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic area2001.

Termination by Either Party. 9.2.1 If either Party The occurrence of one or more of the following events shall materially breach any constitute a default of its obligations hereunder and shall fail to correct such breach within thirty (30) days after the other Party shall have given notice to it thereof, party responsible for the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end occurrence of such thirty event (30"Default"): (a) day period if Material breach of the Agreement, including, without limitation, (i) the failure of NewTech to supply Products and/or provide services as provided for herein with such diligence as will insure compliance with all delivery, installation, completion and other dates specified herein, (ii) the failure of Kmart to pay or reimburse any material amounts which are due to be paid or reimbursed hereunder; (iii) any failure relating to Section 2.1, Section 3.1.4 and/or Section 9 herein; or (iv) Salton's breach is continuing, unless, to of the extent the Salton Agreement; (b) Failure or material breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penaltymaterial condition, damages obligation, covenant, representation or indemnity warranty set forth herein; or (c) Insolvency, or the institution of proceedings by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves against a party under any federal or files a petition for state bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver insolvency law or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditorsall or substantially all creditors which proceeding is not stayed within sixty (60) days of filing; or the cessation of operations or doing business for any reason. Upon the occurrence of a Default, the other Party non-defaulting party shall provide written notice (the "Notice") to the defaulting party specifying the nature of the Default and the conduct required to cure such Default. The defaulting party shall have 60 days following the date the Notice is received by the non- defaulting party to cure the Default (30 days for non-payment by Kmart under a Specific Purchase Order where the amount involved exceeds $2,000,000). If the Default is not cured by the defaulting party within such period, the non-defaulting party may elect to either specifically enforce performance hereof or terminate this Agreement. If, however, Kmart Defaults, NewTech's remedies shall not exceed the amount NewTech would have received as its sole and exclusive remedy under Section 5 herein with respect to Minimum Product Orders which have not been placed as of the effective date of the Default or Termination. In the event of NewTech's Default or wrongful termination of this Agreement, Kmart shall not owe NewTech any damages under Section 5 of this Agreement. A party's failure to demand cure of or terminate this Agreement as a result of a prior Default shall not be entitled deemed a waiver by notice in writing the party of the right to such Party demand cure of or to terminate this Agreement forthwithas a result of a subsequent Default. Such termination shall not give rise Unless otherwise indicated to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate contrary in this Agreement, upon written notice the rights set forth hereinabove are cumulative and in addition to the other Party, as to the country or other geographic area, and Product, or Products, respectively, covered those otherwise provided by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic arealaw.

Termination by Either Party. 9.2.1 This Agreement may be terminated by either party, at any time, on a Product by Product basis, by providing written notice to the non-terminating party upon the occurrence of the following events or conditions: (a) If either Party shall materially the other party commits a material breach of any of its obligations hereunder herein (other than an obligation to pay money owed) and shall fail fails (i) to correct such remedy that breach within thirty sixty (3060) days after written notice from the non-breaching party where a remedy is reasonably possible and is required by the non-breaching party; or (ii) where a remedy is not reasonably possible within sixty (60) days after written notice from the non-breaching party, and the non-breaching party requests remedy of such breach, to propose a plan within sixty (60) days which is reasonably capable of providing a remedy, and subsequently fails to diligently and continuously execute the proposed plan; (b) If a party fails to pay any amounts due and payable hereunder to the other Party shall have given notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate party within ten (10) days after the end written notice of such thirty failure to pay; (30c) day period if such breach is continuing, unless, If the other party (i) applies for or consents to the extent the breach can be curedappointment of a receiver, the time period trustee or liquidator of thirty it or of its properties and assets; (30ii) days is not sufficient admits in writing its inability to cure such breach in which event the Party in breach shall have such additional time pay its debts as shall be reasonably necessary to cure such breach, but in no event to exceed six they mature; (6iii) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files makes a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an general assignment for the benefit of creditors, ; (iv) is adjudicated a bankrupt or insolvent; (v) files a voluntary petition under the other Party shall be entitled by notice in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise to the payment United States Federal Bankruptcy Code or takes advantage of any penaltyinsolvency, damages readjustment of debt, dissolution or indemnity by liquidation law or statute or files an answer admitting the terminating Party. 9.2.3 If, upon the decision material allegations of a petition filed against it at any proceeding under any such law; or (vi) has entered against it an order, judgment or decree issued by any court of competent jurisdiction approving a petition seeking reorganization of it or of its properties and assets or appointing a receiver, trustee or liquidator of it; (d) If the other party has received from which either no appeal can be taken the FDA a Form 483 report with respect to Product(s) or the time for an appeal has expired without an appeal having been filedpackaging or manufacturing facilities thereof, a claim is upheld that which Form 483 report would prevent the Manufacture, storage, importation, sale, offer to sell or use of party who received the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate Form 483 report from materially performing its obligations under this Agreement, upon written notice and such party has not taken appropriate and necessary actions to address the matters raised in such Form 483 and is thereby not diligently pursuing corrective action in response thereto. (e) If the other Party, as party is prevented by reason of any circumstances referred to the country or other geographic area, and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon in Section 9.5 of this Agreement from performing any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic areaof its obligations hereunder for a continuous period of six (6) months.

Termination by Either Party. 9.2.1 If In addition, and without prejudice to whatever other rights it may have to terminate this agreement hereunder or to other available remedies, either Party party shall materially breach have the right at any of its obligations hereunder and time by giving notice to the other party to terminate this agreement, as applicable upon a date specified therein which shall fail to correct such breach within not be less than thirty (30) days after nor more than one hundred eighty (180) days from the date notice is given, upon the occurrence of any of the following Events of Default: (a) If the other Party party shall have given notice fail to make any payment which it thereofis obligated to make pursuant to the terms of this agreement, the aggrieved Party or as applicable and such failure shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten continue for a period of fifteen (1015) days after written notice thereof to the end defaulting party; (b) If the other party shall fail to keep, observe or perform any material covenant, agreement, term or provision of such thirty (30) day period if such breach is continuingthis agreement, unlessother than an obligation to pay money, to the extent the breach can be curedkept, the time observed or performed by such party, and such failure shall continue for a period of thirty (30) days after written notice thereof to the defaulting party; provided, however, that if the nature of the default is such that more than thirty (30) days are reasonably required for its cure, then this agreement may not sufficient be terminated if the defaulting party commences to cure said default within said thirty (30) day period and diligently pursues completion of such breach in which event curative measures; or (c) If the Party in breach other party shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise apply for or consent to the payment appointment of any penaltya receiver, damages trustee or indemnity by liquidator of such party or of all or a substantial part of its assets, file a voluntary petition pursuant to the terminating Party. 9.2.2 If either Party by applicable bankruptcy legislation or similar law or becomes a voluntary debtor thereunder, or involuntary action goes into liquidationadmit in writing its inability to pay its debts as they come due, dissolves or files make a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an general assignment for the benefit of creditors, file a petition or an answer seeking reorganization or agreement with creditors or take advantage of any insolvency law, or file an answer admitting the material allegations of a petition filed against it in any reorganization or insolvency proceeding, or if an order for relief or other Party order, judgment or decree shall be entitled entered by notice in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or jurisdiction, on the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) application of a Third Partycreditor, then either Party shall have the right to immediately terminate this Agreementadjudicating such party a bankrupt or insolvent or approving a petition seeking reorganization of such party or appointing a receiver, upon written notice to the other Party, as to the country trustee or other geographic arealiquidator of such party or of all or a substantial part of its assets, and Productsuch order, judgment or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH decree shall have no further rights to such Product or Products continue unstayed and in that country or geographic areaeffect for a period of sixty (60) consecutive days.

Termination by Either Party. 9.2.1 If either Either Party shall may, without prejudice to any other remedies available to it under this Agreement or at law or in equity, terminate this Agreement prior to expiration of the Agreement Term in the event that the other Party (as used in this subsection, the “Breaching Party”) has materially breach breached or defaulted in the performance of any of its obligations hereunder (including a breach of the representations and shall fail warranties set forth in this Agreement and including a failure to correct meet the timelines set out in the Development Plan in a way that the commercial value of the Licensed Product as of the Execution Date has materially decreased and where materiality should be determined in the context of the entire Agreement), and has not cured such breach within thirty sixty (3060) days after the other Party shall have given written notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless of such breach is corrected provided to the Breaching Party, which notice shall specify the nature of the breach and may demand its cure, provided, however, that if such breach is not capable of being cured within the 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 terminate and the cure period shall be extended for such period provided in the mutually agreed upon 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 Section 10.8 hereof, material breach of the Agreement 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 terminate determined to be due within ten (10) calendar days after of receipt of the end arbitration decision or otherwise diligently undertake and complete such remedial actions within the timeframe established by such arbitration decision. The right of such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors, the other Party shall be entitled by notice in writing to such Party to terminate this Agreement forthwith. Such termination as provided in this Section 8.2(b) shall not give rise be affected in any way by such Party’s waiver or failure to the payment of take action with respect to any penalty, damages previous breach or indemnity by the terminating Partydefault. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice to the other Party, as to the country or other geographic area, and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic area.

Termination by Either Party. 9.2.1 If (a) In the event that either Party shall materially breach (the “Breaching Party”) breaches any of its material obligations hereunder and shall fail under this Supply Agreement, subject (as applicable) to correct such breach within thirty (30) days after the terms set forth in Clause 19.5 [***], the other Party shall have given may terminate this Supply Agreement upon [***] days’ prior written notice to it thereof(such 90-day period, the aggrieved Party “Notice Period”) to the Breaching Party, specifying the breach and its claim of right to terminate; provided, that, without limitation of the terms set forth in Clause 19.5 [***], the termination of this Supply Agreement shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after not become effective at the end of such thirty the Notice Period if (30i) day period if the Breaching Party cures such breach is continuing, unless, to during the extent Notice Period or (ii) such breach cannot be cured during the breach can be cured, Notice Period and the time period of thirty (30) days is not sufficient Breaching Party commences and diligently pursues actions to cure such breach within the Notice Period, in which event case the Breaching Party in breach shall have such an additional time as shall be reasonably necessary [***]-day period to cure such breach, but in no event to exceed six (6) months. Such breach before such termination shall become effective; provided, further, that the Notice Period for any breach of an undisputed payment obligation hereunder shall be [***] days and such [***]-day period shall not give rise be subject to extension in accordance with the preceding proviso. [***]. (b) Subject (as applicable) to the payment terms set forth in Clause 19.5 [***], either Party may terminate this Supply Agreement immediately upon written notice to the other Party if the other Party (i) files in any court or with any other Governmental Authority, pursuant to any Law of any penaltystate or country, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for in bankruptcy or suspension insolvency or for reorganization or for an arrangement or for the appointment of payments, is adjudicated bankrupt, has a receiver or trustee appointed of that Party or of its assets; (ii) enters into a written agreement of composition or extension of its debts (other than extension of debts in the ordinary course of business); (iii) is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition is not dismissed within 60 days after the filing thereof; (iv) consents to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Party or for any substantial part of its property or estate, becomes insolvent or makes an any assignment for the benefit of creditors, the other Party shall be entitled by notice ; (v) admits in writing its inability to such Party to terminate this Agreement forthwith. Such termination shall not give rise pay its debts generally as they become due; or (vi) has issued or levied against its property any judgment, writ, warrant of attachment or execution or similar process that represents a substantial portion of its property. (c) Subject to the payment of any penaltyterms set forth in Clause 19.5 [***], damages or indemnity by the terminating Party. 9.2.3 If, this Supply Agreement may be terminated upon the decision mutual written agreement of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes Buyer and AstraZeneca at any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written notice to the other Party, as to the country or other geographic area, and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic areatime.

Termination by Either Party. 9.2.1 If In addition to any other provision of this Agreement expressly providing for termination of this Agreement, this Agreement may be terminated immediately by either Party shall materially breach any of its obligations hereunder and shall fail upon notice to correct such breach within thirty (30) days after the other Party shall have given notice in the event of a material breach of this Agreement, and such termination may relate to it thereofthis Agreement in its entirety, if the aggrieved Party shall be entitled breach is material to notify the Agreement as a whole, or to the country or countries to which such material default applies, by such other Party that it intends to terminate this Agreement unless where such breach is corrected capable of cure and may so terminate ten (10) days such breach remains uncured for *** after the end notice of such thirty breach (30) day period provided that if such breach is continuingcapable of cure but cannot be cured within such *** period, unless, to and the extent the breach can be cured, the time period of thirty (30) days is not sufficient breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions, the breaching Party shall have an additional *** to cure such breach (though this additional cure period shall not apply to nonpayment)); provided, however, that in which the event that AstraZeneca is the Party in breach shall have such additional time material default and the default is with respect to AstraZeneca’s failure to comply with its obligation to use Commercially Reasonable Efforts as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise required under Section 6.1 with respect to the payment of any penaltyLicensed Products in a particular Major Market, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors, the other Party shall be entitled by notice in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party Palatin shall have the right to immediately terminate this AgreementAgreement only after it complies with Section 6.2 and only with respect to such Major Market and not in its entirety; provided, upon however, further, that if AstraZeneca fails to comply with its obligations under Section 6.1 with respect to the Licensed Product in all Major Markets, Palatin shall have the right to terminate this Agreement in its entirety for the material breach of AstraZeneca. It is understood that termination pursuant to this Section 20.5 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages. If either Party initiates a dispute resolution procedure as permitted under this Agreement within *** following the receipt of written notice from the non-breaching Party to resolve the other Partydispute for which termination is being sought and is diligently pursuing such procedure, as to including any litigation following therefrom, the country or other geographic area, termination shall become effective only if and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any when allowed through such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic areadispute resolution procedure.

Termination by Either Party. 9.2.1 If (a) This AGREEMENT may be terminated with written notice by either Party shall materially party to the other at any time during the term of this AGREEMENT: (i) if the other party is in breach any of its obligations a material representation, warranty, covenant or other obligation hereunder (except by a Force Majeure cause pursuant [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] to Section 13.4) and shall fail to correct has not cured such breach within thirty (30) days after written notice requesting cure of the other Party shall have given notice breach has been given; provided, however, in the event of a good faith dispute with respect to it thereofthe existence of a material breach, the aggrieved Party thirty (30) day cure period shall be entitled tolled until such time as the dispute is resolved pursuant to notify Section 11.1, and provided further, that if the other Party that it intends breaching party is making good faith efforts to terminate this Agreement unless cure such breach is corrected and may so terminate ten (10) days after the end of breach, such thirty (30) day cure period if such breach is continuing, unless, to the extent the breach can shall be cured, the time extended for a period of thirty sixty (3060) days, for an aggregate period of ninety days is not sufficient to (90) from such notice requesting cure such breach in which event or, (ii) upon the Party in breach shall have such additional time as shall be reasonably necessary to cure such breachfiling or institution of bankruptcy, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penaltyreorganization, damages liquidation or indemnity receivership proceedings by the terminating Party. 9.2.2 If either Party by voluntary other party or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes upon an assignment of a substantial portion of the assets for the benefit of creditors, creditors by the other Party shall be entitled by notice party; provided, however, in writing to the case of any involuntary bankruptcy proceeding such Party right to terminate this Agreement forthwith. Such termination shall not give rise only become effective if the party consents to the payment involuntary bankruptcy or such proceeding is not dismissed within sixty (60) days of any penalty, damages or indemnity by the terminating Partyfiling thereof. 9.2.3 If, upon the decision (b) [***] In case of NASTECH's failure to cure any breach of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filedmaterial representation, a claim is upheld that the Manufacturewarranty, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent covenant or other proprietary or protected right obligation within the period provided in paragraph (other than trademark rightsa) of a Third Partythis Section 12.3, then either Party P&GP, at P&GP's option, shall have the right to immediately terminate this Agreement, upon written notice to the other Party, as to the country or other geographic area, and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic area[***].

Termination by Either Party. 9.2.1 If either Party shall materially breach any of its obligations hereunder and shall fail to correct such breach within thirty (30) days after the other Party shall have given notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end of such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors, the other Party shall be entitled by notice in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Each Party shall have the right to immediately terminate this Agreement, upon written notice to the other Party, as in the event that: (i) Such other Party materially defaults with respect to any of its material obligations under this Agreement and does not cure such default within 60 days after the receipt of a notice from the non-breaching Party specifying the nature of, and requiring the remedy of, such default (or, if such default cannot be cured within such 60-day period, if the breaching Party does not commence and diligently continue actions to cure same during such 60-day period); provided, however, that if any such default is limited to the breaching Party's obligations with respect to a particular Covered Product and/or a particular country in the Territory, then any termination of this Agreement under this clause (i) due to such default shall be limited to the breaching Party's rights under this Agreement with respect to such Covered Product and/or country. Any termination pursuant to this clause (i) shall be without prejudice to any of the non-breaching Party's other rights under this Agreement, and in addition to any other remedies available to it by law or in equity; (ii) The other Party shall have: (i) voluntarily commenced any proceeding or filed any petition seeking relief under the bankruptcy, insolvency or other geographic areasimilar laws of any jurisdiction, and Product(ii) applied for, or Productsconsented to, respectivelythe appointment of a receiver, covered by trustee, custodian, sequestrator, conciliator, administrator or similar official for it or for all or substantially all of its property, (iii) filed an answer admitting the Patent material allegations of a petition filed against or other proprietary or protected right. Upon in respect of it in any such termination by WCHproceeding, WCH (iv) made a general assignment for the benefit of creditors of all or substantially all of its assets, (v) admitted in writing its inability to pay all or substantially all of its debts as they become due, or (vi) taken corporate action for the purpose of effecting any of the foregoing; or (iii) An involuntary proceeding shall have no further rights to been commenced, or any involuntary petition shall have been filed, in a court of competent jurisdiction seeking: (i) relief in respect of the other Party, or of its property, under the bankruptcy, insolvency or similar laws of any jurisdiction, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conciliator, administrator or similar official for such Product other Party or Products for all or substantially all of its property, or (iii) the winding-up or liquidation of such other Party; and, in that country each case, such proceeding or geographic areapetition shall have continued undismissed for 60 days, or an order or decree approving or ordering any of the foregoing shall have continued unstayed, unappealed and in effect for 30 days.

Termination by Either Party. 9.2.1 If either Party shall materially breach any of its obligations hereunder and shall fail to correct such breach within thirty A party (30terminating party) days after the other Party shall have given notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends to may terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end of such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity document with immediate effect by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors, the other Party shall be entitled by notice in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third Party, then either Party shall have the right to immediately terminate this Agreement, upon written giving notice to the other Party, as parties if: (a) (resolution voted down) the resolution to approve the Scheme submitted to the country Scheme Meeting is not approved by the requisite majorities of Target Shareholders (except in the circumstances contemplated by clause 3.6(c)); (b) (End Date) the Effective Date for the Scheme has not occurred on or before the End Date; (c) (Independent Expert) the Independent Expert concludes that the Scheme is not in the best interests of Target Shareholders; (d) (material breach) the other geographic areaparty is: (i) in material breach of any clause of this document, which breach is material in the context of the Transaction, or (ii) in breach of clause 9, provided that (except where Bidder is the terminating party, in the case of a material breach by Target of clause 5.2 or any breach by Target of clause 9) the terminating party has given notice to the other parties setting out the relevant circumstances and stating an intention to terminate this document, and Productthe relevant circumstances have continued to exist for 5 Business Days from the time such notice is given (or such shorter period ending at 5.00pm on the last Business Day before the Second Court Hearing); (e) (no Court orders) a party is entitled to terminate the document in accordance with clause 5.7; (f) (restraint) any court, the Takeovers Panel, Governmental Agency or PRC Governmental Agency has issued any order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Scheme, or Productshas refused to do anything necessary to permit the Scheme, respectivelyand the parties fail to agree on conducting on appeal within 5 Business Days; (g) (Conditions Precedent) any of the Conditions Precedent in clause 3.1 is not satisfied, covered has become incapable of being satisfied or is not reasonably capable of being satisfied, and has not been waived by the Patent party entitled to waive it, before 8.00 am on the Second Court Date; or (h) (insolvency) an Insolvency Event has occurred in relation to Target or other proprietary any member of the Target Group (in which case Bidder may terminate) or protected right. Upon Bidder or any such termination by WCH, WCH shall have no further rights to such Product or Products material member of Bidder Group (in that country or geographic areawhich case Target may terminate).

Termination by Either Party. 9.2.1 If Either Party may terminate this Agreement if: (a) The US% falls below [***] percent ([***]%) in a given calendar month as determined by the Month End Report by providing sixty (60) days advance written notice to the other Party. Such notice of termination must be provided to the other Party within forty-five (45) days following delivery of the Month, End Report for the calendar month in which the US% falls below [***]%; or (b) The other Party has materially breached this Agreement by: (i) failure to pay amounts due according to Month End Reports and/or Revenue Share Reports delivered to Sharman under Section 4.4.1, (ii) failure by TGC to deliver Month End Reports and/or Revenue Share Reports as required by Section 4.4.1, or (iii) failure by either Party shall materially to pay *** 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. undisputed amounts due as determined by an audit conducted pursuant to Section 4.6, in each case where the breaching Party has failed to cure such material breach any within ten (10) business days of its obligations hereunder receiving written notice from the non-breaching Party describing such material breach, and shall fail the non-breaching Party thereafter provides two (2) day written notice of termination to correct such breach the breaching Party within thirty (30) days after of the breaching Party’s failure to cure; or (c) The other Party shall have given notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends to terminate has materially breached this Agreement unless in any manner not expressly described in Section 11.4(b) above and the breaching Party has failed to cure such material breach is corrected and may so terminate ten within sixty (1060) days after of receiving written notice from the end of non-breaching Party describing such thirty material breach, and the non-breaching Party thereafter provides two (302) day period if such breach is continuing, unless, written notice of termination to the extent the breach can be cured, the time period of breaching Party within thirty (30) days of the breaching Party’s failure to cure; provided, however, that if the breaching Party acknowledges in writing the existence of a material breach, and such breach is not sufficient capable off being cured within sixty (60) days despite the breaching Party’s commercially reasonable effort to do so, then the cure period shall be extended for an additional thirty (30) days so long as the breaching Party exercises during the entire cure period commercially reasonable efforts to cure the breach as soon as practicable. Notwithstanding the foregoing, if the breaching Party contests in good faith the existence of a material breach within fifteen (15) days of receipt of written notice from the non-breaching Party, then the determination of whether a material breach has occurred shall be determined by expedited binding arbitration, which the Parties will commence within forty-five (45) days following such written notice from the breaching Party, and which the Parties will use best efforts to complete within forty-five (45) days of the initiation of such arbitration proceedings. The expedited binding arbitration shall be administered by the International Center for Dispute Resolution of the American Arbitration Association in accordance with its International Arbitration Rules. The number of arbitrators shall be three; the place of arbitration shall be London, England; the language of the arbitration shall be in English; and the losing party shall pay the costs and expenses (including reasonable attorneys’ fees) of the prevailing party and of the arbitration as determined by the arbitration panel. If the arbitrators’ find that a material breach has occurred, and the breaching Party has failed to cure such material breach in which event the Party in breach shall have Within thirty (30) days of such additional time as shall be reasonably necessary to cure such breachfinding, but in no event or a longer period (not to exceed six ninety (690) months. Such termination shall not give rise to the payment days of any penalty, damages or indemnity such finding) as determined by the terminating Party. 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditorsarbitrators as commercially reasonable, the other non-breaching Party shall be entitled by notice in writing to such Party to may thereafter terminate this Agreement forthwith. Such by providing two (2) day written notice of termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use breaching Party within thirty (30) days of the Product, or Products, respectively, infringes any Patent or other proprietary or protected right (other than trademark rights) of a Third breaching Party, then either Party shall have the right ’s failure to immediately terminate this Agreement, upon written notice to the other Party, as to the country or other geographic area, and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have no further rights to such Product or Products in that country or geographic areacure.