Common use of Termination for Breach Clause in Contracts

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, or within [***] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicable.

Termination for Breach. This Dimension may terminate this Agreement may be terminated with respect if Bayer is late in paying to Dimension any particular Agreement Program at milestones or royalties, fees or any time during the Term other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written notice by either demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if (a) the other Party is in materially breaches (other than nonpayment) this Agreement and does not cure such material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within […***…] in after written notice of the case of a payment breach, or within which termination shall be effective immediately upon the expiration of such […***…] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breachperiod. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event that the nature of a breach relates by Bayer causes Dimension (as a sublicensor hereunder) to Genzymebe in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “termination right under the ReGenX Agreement, where such termination occurs prior to the […***]”…] cure period given to Bayer above. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933For the avoidance of doubt, AS AMENDEDBayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure periodto, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableany previous default.

Termination for Breach. This Agreement may be terminated Failure by a Party to comply with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) the other Party is in material breach of its material obligations hereunder with respect contained herein will entitle the Party not in default to such Agreement Program and (b) give to the other defaulting Party has not cured such breach within [***] in notice specifying the case nature of a payment the material breach, requiring the defaulting Party to make good or within [***] in otherwise cure such material breach, providing specific actions that the case defaulting Party could take to cure such material breach, and stating its intention to invoke the provisions of all other breaches, after notice requesting cure of the breach; provided, however, that Section 16.2 if any breach other than a payment such material breach is not reasonably curable cured. If such material breach is not cured within [***] and 90 days after the receipt of such notice (or, if a such material breach cannot be cured within such 90-day period, if the defaulting Party is making a bona fide effort does not commence actions to cure such breachmaterial breach within such period and thereafter diligently continue such actions), such termination shall the Party not in default will be delayed for a time period entitled, without limiting any of its other rights conferred on it by this Agreement (except as expressly set forth herein), to be agreed terminate this Agreement by both Parties, not providing written notice to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breachthe breaching Party. Notwithstanding anything to the foregoingcontrary herein, in the event that the of IntelGenx’ material breach relates to Genzymeof this Agreement, and without derogating from any of RedHill’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933other rights at law, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager RedHill shall have the right to terminate this Agreement continue all activities under the License granted herein and to continue utilizing the Patents and the Licensed Know-How for the exploitation of the License, with respect the right to such Licensed Program and initiates set-off, from any sums due to IntelGenx hereunder, amounts equivalent to any damage caused to RedHill as a legal action result of IntelGenx’ breach hereunder. Notwithstanding anything to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is foundcontrary herein, in an unappealable decision the event of termination of the Agreement by IntelGenx as a court result of competent jurisdiction or an appealable decision RedHill’s material breach of this Agreement, and without derogating from any of IntelGenx’ other rights at law, IntelGenx shall have the right to continue any and/or all activities contemplated in under and/or by this Agreement, terminate all rights granted to RedHill, continue utilizing the Patents and the Know-How for the exploitation of the Products, with the right to set-off, from any sums due to RedHill hereunder, amounts equivalent to any damage caused to IntelGenx as a court result of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableRedHill breach hereunder.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by If either Party if (a) believes that the other Party is in material breach of its obligations hereunder with respect this Agreement, then the Party holding such belief (the “Non-Breaching Party”) may deliver notice of such breach to such Agreement Program and (b) the other Party has not cured such breach within (the “Notified Party”). The Notified Party will have (a) [***] in to cure such breach to the case extent involving non-payment of a payment breach, or within amounts due under Article 3; and (b) [***] in the case of to either cure such breach for all other material breaches, after notice requesting or, if cure of such breach other than non-payment cannot reasonably be effected within such [***] period, to deliver to the Non-Breaching Party a plan reasonably calculated to cure such breach within a timeframe that is reasonably prompt in light of the circumstances then prevailing, but in any event within a timeframe that is not longer than [***]. Following delivery of such a plan, the Notified Party will carry out the plan and cure the breach. If the Notified Party fails to cure a material breach of this Agreement as provided above, then the Non-Breaching Party may terminate this Agreement upon written notice to the Notified Party. If there is a good faith dispute as to the existence or cure of a breach or default pursuant to this Section 9.3, all applicable cure periods will be tolled during the existence of such good faith dispute and no termination for a breach that is disputed in good faith will become effective until such dispute is resolved. The Parties agree that, if Licensee fails to undertake development activities with respect to a Licensed Product for a period of [***] or longer, then such failure shall be a material breach permitting Licensor to terminate the Agreement subject to the notice requirement and cure period of this Section 9.3, even if Licensee has not during such time failed to comply with Section 4.4 hereof; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] the rights and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], obligations set forth in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement sentence shall terminate and be of no further force or effect immediately with respect to such Licensed Program following upon the Parties’ receipt closing of such decision or immediately following such admissionthe first Change of Control of Praxis, as applicableLicensee hereunder.

Termination for Breach. This Either party may terminate this Agreement upon a material breach of this Agreement by the other party by providing ninety (90) days prior written notice to the other party (“Notice Period”); provided that if the breach relates only to one or more, but not all, Poseida Selected Targets or TeneoBio Internal Targets, then such party may be terminated terminate this Agreement only with respect to any particular Agreement Program the Target(s) to which the breach relates. The termination shall become effective at any time the end of the Notice Period unless the breaching party cures such breach during the Term upon written notice by either Party if such Notice Period; provided that (a) if such breach is curable but is not reasonably capable of cure within the Notice Period, the breaching party may submit a reasonable cure plan prior to the end of the Notice Period, in which case the other Party party shall not have the right to terminate this Agreement for so long as the breaching party is in material breach of its obligations hereunder with respect using diligent efforts to implement such Agreement Program cure plan, and (b) if Licensee disputes a material breach in writing within such Notice Period, TeneoBio shall not have the other Party has not cured such breach within [***] right to terminate this Agreement unless and until a final determination is made, in the case of a payment breach, or within [***] in the case of all other breaches, after notice requesting cure of the breach; provided, howeveran arbitration under Section 12.8 below, that if any such material breach other than a payment breach is not reasonably curable within [***] was committed, and if a Party is making a bona fide effort Licensee fails to cure such breachdefault or material breach within ninety (90) days after such determination. It is understood and agreed that during the pendency of such dispute, such termination all of the terms and conditions of this Agreement shall be delayed for a time period remain in effect and the parties shall continue to be agreed by both Parties, not perform all of their respective obligations hereunder. In addition to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager TeneoBio shall have the right to terminate this Agreement with respect to a Selected Antibody upon written notice to Licensee if Licensee seeks Regulatory Approval of or sells such Licensed Program and initiates a legal action to resolve such dispute within Selected Antibody outside the foregoing [***] cure periodField, then this Agreement shall not terminate with respect to such Licensed Program during the pendency or otherwise pursues any commercial application of such legal action, provided Selected Antibody or any CAR Product or CAR Cell that if expresses such Selected Antibody outside the Field (i) Genzyme is found, in an unappealable decision by a court including the sale and marketing of competent jurisdiction or an appealable decision Selected Antibodies as part of a court of competent jurisdiction kit or biomarker that has not been appealed in the time allowed is sold for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to research use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableonly).

Termination for Breach. This If a Party breaches a material term or condition of this Agreement, the non-breaching Party may terminate this Agreement after at least thirty (30) days has expired since it has given the breaching Party written notice of the nature of the breach and its intention to terminate, provided that the breaching Party does not cure the claimed breach within such thirty (30) day period or within such longer period as may be terminated with respect to any particular Agreement Program at any time during provided in the Term upon written notice by either from the non- breaching Party. If the breach has not been cured within such thirty (30) day period or within such longer period as may be provided in the first written notice from the non-breaching Party, the non-breaching Party if shall send a second written notice to the breaching Party notifying the breaching Party that this Agreement is terminated. Notwithstanding the foregoing, (a) the other Party is in material breach of its obligations hereunder Central Xxxxxx may terminate on shorter notice than provided above and/or without any opportunity by Licensee to cure if Licensee interferes with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breachany contract, mortgage, lien, encumbrance, restriction, lease, license, easement, right, or within [***] in privilege affecting the case of all other breaches, after notice requesting cure Licensed Property or any use of the breach; Licensed Property, if such shorter notice is necessary to protect the interests of Central Xxxxxx or any other party under or with regard to any such contract, mortgage, lien, encumbrance, restriction, lease, license, easement, right, or privilege (provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination period shall be delayed for granted by Central Xxxxxx unless granting a time cure period to be agreed by both Partieswould violate the other contract, not to exceed an additional [***]mortgage, in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoinglien, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933encumbrance, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing restriction, lease, license, easement, right, or Commercializing a Licensed Product within a Licensed Program privilege); and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to (b) Central Xxxxxx may terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency immediately upon sending written notice of such legal actiontermination to Licensee, provided that without any opportunity by Licensee to cure, if (i) Genzyme is found, in an unappealable decision by a court Licensee interferes with any use of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed Licensed Property for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admissionPublic Utility Purposes, as applicable.defined Article I.

Termination for Breach. This Agreement may be terminated with respect Either Party may, without prejudice to any particular other remedies available to it at Applicable Law or in equity, terminate this Agreement Program at any time during in the Term upon written notice by either Party if (a) event that the other Party is in (the “Breaching Party”) shall have committed a material breach of its obligations hereunder with respect to such Agreement Program and (b) the other this Agreement. The Breaching Party has not cured such breach within shall have [***] in after written notice thereof was provided to the case Breaching Party by the non-breaching Party to remedy such default. Any such termination shall become effective at the end of a payment breach, or within such [***] in period unless the case Breaching Party has cured any such breach or default prior to the expiration of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within such [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional or has taken the appropriate [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE ] INDICATES MATERIAL THAT HAS BEEN OMITTED AND REPLACED WITH “[***]”FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. A COMPLETE VERSION OF THIS EXHIBIT ALL SUCH OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 19331934, AS AMENDEDAMENDED steps to cure the breach or default. obligations to use Commercially Reasonable Efforts in Developing or Commercializing If there is a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager dispute between the right to terminate this Agreement Parties regarding any amounts due hereunder, AMAG may withhold payment solely with respect to such Licensed Program and initiates a legal action to resolve such dispute within those amounts that AMAG believes in good faith are inaccurate or are otherwise not in accordance with the foregoing [***] cure period, then terms of this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal actionuntil resolution, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt AMAG gives ENDOCEUTICS prompt written notice of such decision or immediately following dispute that includes a detailed basis for such admissionwithholding, as applicableand such withholding shall not be considered a breach hereunder.

Termination for Breach. This Agreement may be terminated with respect Either Party may, without prejudice to any particular other remedies available to it at law or in equity, terminate this Agreement Program at any time during the Term upon written notice by either Party if (a) to the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the event that the other Party (the “Breaching Party”) shall have materially breached or defaulted in the performance of any of its obligations. The Breaching Party shall have sixty (60) days (thirty (30) days in the event of non-payment) after written notice thereof was provided to the Breaching Party by the non-breaching Party to remedy such default. Unless the Breaching Party has not cured any such breach within [***] in or default prior to the case expiration of a payment breachsuch sixty (60) day period (thirty (30) day period for non-payment), or within [***] in the case of all other breaches, after notice requesting cure such Termination shall become effective upon receipt of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a written notice of termination by the Breaching Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable given within ten (10) days of the end of the sixty (60) day period of time to cure such breach(thirty (30) day period for non-payment). Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager Pfizer shall not have the right to terminate this Agreement by reason of a material breach by Auxilium of the BTC License Agreement and, in such event, regardless of whether Pfizer obtains a direct license from BTC under the “Licensed Technology” (as such term is defined in the BTC License Agreement) by reason of such material breach, the financial provisions of this Agreement, including without limitation Article 8 of this Agreement, shall remain in full force and effect; provided, however, that, in the event that, as contemplated by Section 2.8 of this Agreement, Pfizer timely remedies or cures such breach of the BTC License Agreement and Pfizer was not at fault with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure periodthereto, then this Agreement at Pfizer’s sole discretion, Pfizer shall not terminate with respect have the right to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision receive a cash payment from Auxilium equal to the reasonable Out-of-Pocket Costs borne by a court Pfizer to remedy or cure such breach of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this BTC License Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached set-off against any future payments under Article 8 of this Agreement an amount equal to one hundred and ten percent (110%) of the reasonable Out-of-Pocket Costs borne by Pfizer to remedy or cure such breach of the BTC License Agreement; provided, further, that, in the event Pfizer is entitled, in accordance with respect Section 11.3 of the BTC License Agreement, to request a direct license from BTC under the Licensed Technology, and Pfizer does so request such Licensed Productdirect license, then this the Commercialization Payments set forth in Section 8.3.1 shall be reduced by the applicable royalty payments due by Pfizer to BTC for the corresponding period under such direct license. For clarity, in the event that Auxilium cures a material breach under the BTC License Agreement for which Pfizer is at fault, Auxilium shall terminate immediately with respect have the right to be reimbursed for one hundred percent (100%) of the reasonable Out-of-Pocket Costs borne by Auxilium to remedy or cure such Licensed Program following breach of the Parties’ receipt of such decision or immediately following such admission, as applicableBTC License Agreement.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) Subject to the terms and conditions of this Section 13.2, a Party (the “non-breaching Party”) shall have the right, in addition to any other rights and remedies, to terminate this Agreement in the event the other Party (the “breaching Party”) is in material breach of any of its obligations hereunder under this Agreement. The non-breaching Party shall first provide written notice to the breaching Party, which notice shall identify with respect to such Agreement Program and particularity the alleged breach. The breaching Party shall have a period of ninety (b90) the other Party has not cured such breach within [***] days, or fifteen (15) days in the case of a any default of payment breach, or within [***] in the case of all other breachesundisputed amounts, after such written notice requesting is provided to cure of the such breach; provided, however, that if any breach (other than a payment breach default) is otherwise curable but cannot reasonably curable be cured within [***] and ninety (90) days, then if the breaching Party submits to the non-breaching Party a Party is making a bona fide effort reasonable plan to cure such breach, such termination then the non-breaching Party’s right to terminate shall be delayed for a time period so long as the breaching Party continues to be agreed by both Parties, not to exceed an additional [***], in order to permit make such Party a reasonable period of time efforts to cure such breachbreach in accordance with such plan. If such breach is not cured within such period, this Agreement may be terminated at end of such period by written notice from the non-breaching Party. Notwithstanding the foregoing, if at any time during the term of this Agreement, BioMarin receives written notice of a material breach under the EUSA License which notice is based on Catalyst’s failure to perform under this Agreement, BioMarin shall give written notice to Catalyst describing in detail the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether nature of such breach gives Voyager and Catalyst shall have sixty (60) days from receipt of such notice to cure such breach (or, if such breach is capable of being cured but cannot be cured within such 60-day period, Catalyst has commenced and diligently continued actions to cure such breach provided always that, in such instance, such cure must have occurred within ninety (90) days from receipt of such notice to cure such breach). Notwithstanding the right to terminate foregoing, the Parties acknowledge that termination for a Party’s material breach under this Agreement with respect to may not be the appropriate remedy, when taking into consideration factors such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if as (i) Genzyme whether the adverse effect of termination on the breaching Party is founddisproportionate to the damages caused by such material breach, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or and (ii) Genzyme admits whether the non-breaching Party may be adequately compensated for the breach other than through termination, such as through remedies in such legal action law or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableequity.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) in the event of the material breach by the other Party is in material breach of its obligations hereunder with respect to such Agreement Program the terms and (b) conditions hereof and any infringement by one Party of the Intellectual Property of the other Party has not cured such breach within [***] in the case of shall be considered a payment breach, or within [***] in the case of all other breaches, after notice requesting cure of the material breach; provided, however, that if any breach the other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort shall first give to cure the breaching Party written notice of the proposed termination or cancellation of this Agreement, specifying the grounds therefore. Upon receipt of such breachnotice, such termination the breaching Party shall be delayed for a time period have sixty (60) Days to be agreed respond by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure curing such breach. Notwithstanding If the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether breaching Party does not cure such breach gives Voyager within such cure period, then (a) if Amarin is the breaching Party, Equateq shall (i) have the right to terminate this Agreement with respect in whole or in part and (ii) as its sole remedy, subject to Section 15.7, require Amarin to purchase any quantity of API that is the subject of a Purchase Order submitted by Amarin prior to such Licensed Program termination and initiates other quantities set forth in the binding portion of a legal action to resolve such dispute within the foregoing [***] cure periodForecast (but not other quantities forecasted in a [***] Forecast or the Technical Batches, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal actionRegistration/Stability Batches, provided that the Commercial Validation Batches or the Minimum Purchase Requirements); or (b) if Equateq is the breaching Party, Amarin (i) Genzyme is foundshall have the right to terminate this Agreement, in an unappealable decision by a court of competent jurisdiction whole or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal actionpart, and as its sole remedy, subject to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Productsection 15.8, or (ii) Genzyme admits Equateq shall pay to Amarin the price payable in such legal action or settlement thereof that it has materially breached this Agreement with respect excess of the API Price in engaging a Secondary Supplier to supply API not supplied by Equateq prior to the effective date of termination which API is the subject of a Purchase Order submitted by Amarin prior to such Licensed Producttermination and other such quantities set forth in the binding portion of the [***] Forecast (but not other quantities forecasted in a [***] Forecast or the Technical Batches, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision Registration/Stability Batches, the Commercial Validation Batches or immediately following such admission, as applicablethe Minimum Purchase Requirements).

Termination for Breach. This Agreement may be terminated with respect Subject to the terms and conditions of this Section 16.2 (Termination for Breach), a Party (the “Non-Breaching Party”) will have the right, in addition to any particular other rights and remedies, to terminate this Agreement Program at any time during in its entirety in the Term upon written notice by either Party if (a) event the other Party (the “Breaching Party”) is in material breach of any of its obligations hereunder under this Agreement. The Non-Breaching Party will first provide written notice to the Breaching Party, which notice will identify with particularity the alleged breach and state the Non-Breaching Party’s intent to terminate this Agreement if such breach is not cured. With respect to such Agreement Program and (b) material breaches of any payment provision hereunder, the other Breaching Party has not cured such breach within will have a period of [***] in the case of a payment after such written notice is provided to cure such breach, or within [***] in the case of . With respect to all other breaches, after notice requesting cure the Breaching Party will have a period of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a after the Non-Breaching Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time provides written notice to cure such breach. Notwithstanding the foregoing, in if a Non-Breaching Party provides notice to the event Breaching Party pursuant to this Section 16.2 (Termination for Breach) of an alleged material breach by such Breaching Party, and such Non-Breaching Party provides notice during the applicable cure period set forth above that such Non-Breaching Party disputes the breach relates basis for termination pursuant to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program Section 16.2 (Termination for Breach) and initiates a legal action to resolve such the dispute within resolution procedure set forth in Article 17 (Dispute Resolution; Governing Law) during the foregoing [***] applicable cure period, then the cure periods set forth in this Agreement shall not terminate with respect Section 16.2 (Termination for Breach) for the alleged material breach will run from the date that such written notice is first provided to the Breaching Party through the resolution of such Licensed Program dispute pursuant to Article 17 (Dispute Resolution; Governing Law) and it is understood and acknowledged that, during the pendency of such legal actiona dispute pursuant this Section 16.2 (Termination for Breach), provided that if (i) Genzyme is found, in an unappealable decision by a court all of competent jurisdiction or an appealable decision the terms and conditions of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect will remain in effect, and the Parties will continue to its obligation perform all of their respective obligations under this Agreement to use Commercially Reasonable Efforts in Developing Agreement. The waiver by either Party of any breach of any term or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached condition of this Agreement with respect will not be deemed a waiver as to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision any subsequent or immediately following such admission, as applicablesimilar breach.

Termination for Breach. This Agreement may be terminated with respect Subject to the terms and conditions of this Article 13.2, a Party (the “Non-Breaching Party”) shall have the right, in addition to any particular other rights and remedies, to terminate this Agreement Program at any time during in the Term upon written notice by either Party if (a) event the other Party (the “Breaching Party”) is in material breach Material Breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] under this Agreement. "Material Breach" in the case of the Licensee means breach of Articles 2.3, 2.5, 8.2 and 8.3.The Non-Breaching Party shall first provide written notice to the Breaching Party, which notice shall identify with particularity the alleged breach. In respect of material breaches which cannot be cured, the Agreement shall terminate immediately upon receipt of such notice by the Breaching Party. With respect to material breaches of any payment provision hereunder, the Breaching Party shall have a payment breach, or within [***] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time sixty (60) days after such written notice is provided to cure such breach. With respect to all other material breaches which are capable of being cured, the Breaching Party shall have a period of one hundred and twenty (120) days after such written notice is provided to cure such breach. If such breach is not cured within the applicable period set forth above, this Agreement shall terminate immediately at the end of such period on written notice from the Non-Breaching Party, unless the Breaching Party has commenced a cure and is diligently pursuing such cure at the end of such period, pursuant to an acceptable plan for such cure approved by the other Party, such approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, if a Party gives to the other Party a notice pursuant to this Article 13.2 of a material breach by such other Party, and such other Party provides notice during the applicable cure period set forth above that such other Party disputes the basis for termination pursuant to this Article13.2 in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure periodgood faith on bone fide grounds, then this Agreement shall not terminate with respect unless and until an arbitrator issues a final award pursuant to Article 14.2 upholding such Licensed Program during basis for termination provided that the pendency resolution of such legal action, provided that if dispute is promptly commenced and diligently pursued by the non-terminating Party and in any event with thirty (i30) Genzyme is found, in an unappealable decision by a court days of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicablenotice.

Termination for Breach. This Agreement may be terminated with respect Either Party may, without prejudice to any particular other remedies available to it at law or in equity, terminate this Agreement Program at any time during the Term upon written notice by either Party if (a) to the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the event that the other Party has not cured (the “Breaching Party”) shall have materially breached this Agreement, which notice shall describe such breach within [***] in reasonable detail and shall state the non-breaching Party’s intention to terminate this Agreement. The Breaching Party shall have ninety (90) days (thirty (30) days in the case event of a payment breach, or within [***] in non-payment) after written notice thereof was provided to the case of all other breaches, after notice requesting cure of Breaching Party by the breachnon-breaching Party to remedy such default (the “Cure Period”); provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if the Cure Period, such Cure Period shall be extended for so long a period as the Breaching Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such alleged material breach. Notwithstanding If the foregoing, in the event that the alleged material breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations non-payment of any amount due under this Agreement the Cure Period will be tolled following notice of any such dispute pending resolution of any bona fide dispute between the Parties as to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager payment is due, and upon determination of amount due, such payment will bear interest in accordance with Section 7.8 dated back to the right to terminate this Agreement with respect to original date upon which such Licensed Program payment was due. It is understood and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program agreed that during the pendency of such legal actiondispute, provided that if (i) Genzyme is found, in an unappealable decision by a court all of competent jurisdiction or an appealable decision the terms and conditions of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect remain in effect and the Parties shall continue to such Licensed Program following the Parties’ perform all of their respective obligations hereunder. Termination shall become effective upon receipt of the written notice of termination by the Breaching Party to be given within ten (10) days of the end of such decision or immediately following such admission, as applicableCure Period if not cured prior to then.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during In the Term upon written notice by either event a Party if (a“Breaching Party”) the other Party is in material breach of any of its obligations hereunder under this Agreement, including under Section 9, the other Party (“Non-Breaching Party”) shall have the right to terminate this Agreement in its entirety in accordance with this Section 18.2.1; provided that, if such material breach does not constitute a material breach of the payment obligations set forth in Article 9 and relates solely to a specific Product, Non-Exclusive Research Target, Exclusive Research Target or Development Target, then the Non-Breaching Party shall have the right to terminate this Agreement solely with respect to such Agreement Program Product, Non-Exclusive Research Target, Exclusive Research Target or Development Target in accordance with this Section 18.2.1. The Non-Breaching Party shall provide written notice to the Breaching Party, which notice shall identify the breach and (b) the other Party has not cured Products, Non-Exclusive Research Targets, Exclusive Research Targets or Development Targets to which such breach within relates. The Breaching Party shall have a period of [***] after such written notice is provided (“Peremptory Notice Period”) to cure such breach. If the Breaching Party has a bona fide dispute as to whether such breach has occurred or has been cured, it will so notify the Non-Breaching Party in writing, and the case Peremptory Notice Period shall be tolled until such dispute is resolved pursuant to Section 19.2. Upon a final determination of a payment breachbreach or failure to cure, or within [***] in the case of all other breaches, after notice requesting cure Breaching Party shall have the remainder of the Peremptory Notice Period to cure such breach. If such breach is not cured within the Peremptory Notice Period, then the Non-Breaching Party may provide the Breaching Party with a written notice of termination specifying the Products, Non-Exclusive Research Targets, Exclusive Research Targets or Development Targets with respect to which the Agreement is terminating, which termination will be effective as of the date such written notice is received by the Breaching Party; provided, however, that if any breach other than a payment such breach is not reasonably curable within such [***] period and if a the Breaching Party is making a bona fide effort using good faith efforts to cure such breachbreach during such [***] period, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed then the Breaching Party will have an additional [***], in order to permit such Party a reasonable period of time ] to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicable.

Termination for Breach. This Agreement may be terminated with respect Each Party (the “Non-Breaching Party”) shall have the right, without prejudice to any particular Agreement Program other remedies available to it at any time during the Term upon written notice by either Party if (a) the other Party is law or in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breachequity, or within [***] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect in its entirety upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such Licensed Program and initiates material breach in reasonable detail, fails to cure such material breach, or if such material breach is not susceptible to cure within the Cure Period, fails to deliver to the Non-Breaching Party a legal action written plan that is reasonably calculated to resolve such dispute material breach, within ninety (90) days from the foregoing [***] cure perioddate of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any undisputed amounts due hereunder) (the “Cure Period”). If the Parties reasonably and in good faith disagree as to whether there has been a material breach, then this Agreement shall not terminate the Party that disputes that there has been a material breach may contest the allegation in accordance with respect to such Licensed Program Article 14. It is understood and acknowledged that, during the pendency of such legal actiona Dispute, provided that if (i) Genzyme is foundthe Cure Period shall be extended by the period of time of such pendency, in an unappealable decision by a court all of competent jurisdiction or an appealable decision the terms and conditions of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect shall remain in effect, and the Parties shall continue to its obligation perform all of their respective obligations under this Agreement to use Commercially Reasonable Efforts Agreement. If in Developing or Commercializing connection with such Licensed ProductDispute brought under Article 14, or (ii) Genzyme admits in such legal action or settlement thereof an arbitrator determines that it Allergan has materially breached this Agreement with respect its obligations under Section 4.2 or 6.2 or asserts a patent challenge pursuant to such Licensed ProductSection 13.4 that is not permitted under Section 13.4, then this Agreement shall terminate immediately with respect to and the consequences of Section 13.5 shall apply. In the case of material breach of this Agreement by Allergan other that covered by the foregoing sentence, then the arbitrator may terminate this Agreement if Molecular Partners does not have a reasonable remedy for all damages resulting from such Licensed Program following material breach or the character, frequency, nature and extent of such breach (including the culpability of the Parties’ receipt ) supports termination of such decision this Agreement as an appropriate remedy. Nothing in this Section 13.3 shall limit a Party’s ability to seek remedies available under this Agreement in law or immediately following such admission, as applicableequity.

Termination for Breach. This Agreement Either Party may be terminated with respect to any particular Agreement Program at any time during the Term terminate this Agreement, effective immediately upon written notice to the other Party, for a material breach by either Party if (a) the other Party is in material breach of its obligations hereunder with respect to such any term of this Agreement Program and (b) the other Party has not cured such breach within that remains uncured for [***] in the case of a payment breach, or within days ([***] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, days in the event that the breach relates is a failure of either Party to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations make any payment required hereunder) after the non-breaching Party first gives written notice to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether the other Party of such breach gives Voyager the right and its intent to terminate this Agreement if such breach is not cured; provided, that, (a) in the event MERCK is in breach of its diligence obligations with respect to a given Program Target, and/or any Collaboration Aptamer against such Program Target, ARCHEMIX shall only have the right, on a country-by-country (or with respect to European countries, Europe) and Collaboration Aptamer-by-Collaboration Aptamer and/or Product-by-Product basis, to (i) terminate MERCK’s rights with respect to such Licensed Program Target and/or such Collaboration Aptamer and/or Product (but leaving unaffected MERCK’s rights under this Agreement to any other Program Target, Portions of this Exhibit were omitted and initiates a legal action have been filed separately with the Secretary of the Commission pursuant to resolve such dispute within the foregoing Company’s application requesting confidential treatment under Rule 406 of the Securities Act. 94 Collaboration Aptamer(s) or Product(s)) or (ii) upon [***] cure perioddays written notice to MERCK, then this Agreement shall to convert the exclusive license granted to MERCK for each such Program Target, Collaboration Aptamer and/or Product to a non-exclusive license, in which case the provisions of Section 8.7.1 will not terminate apply to such Program Target, Collaboration Aptamer and/or Product and (b) in the event ARCHEMIX is in breach of its diligence obligations solely with respect to such Licensed Program during ARCHEMIX’s Co-Development Activities, MERCK shall only have the pendency of such legal actionright, provided that if (i) Genzyme is found, in an unappealable decision by on a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal actionCollaboration Aptamer-by-Collaboration Aptamer basis and/or Product-by-Product basis, to have materially breached this Agreement with respect terminate the right of ARCHEMIX to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing Co-Develop such Licensed Collaboration Aptamer and/or Product. For purposes of clarity, or (iia breach by MERCK of any of Sections 4.10.6(a) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement through 4.10.6(c) shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableconstitute a material breach.

Termination for Breach. This Agreement may be terminated Failure by a Party to comply with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) the other Party is in material breach of its material obligations hereunder with respect contained herein will entitle the Party not in default to such Agreement Program and (b) give to the other defaulting Party has not cured such breach within [***] in notice specifying the case nature of a payment the material breach, requiring the defaulting Party to make good or within [***] in otherwise cure such material breach, providing specific actions that the case defaulting Party could take to cure such material breach, and stating its intention to invoke the provisions of all other breaches, after notice requesting cure of the breach; provided, however, that Section 16.2 if any breach other than a payment such material breach is not reasonably curable cured. If such material breach is not cured within [***] and ninety (90) days after the receipt of such notice (or, if a such material breach cannot be cured within such ninety (90) day period, if the defaulting Party is making a bona fide effort does not commence actions to cure such breachmaterial breach within such period and thereafter diligently continue such actions), such termination shall the Party not in default will be delayed for a time period entitled, without limiting any of its other rights conferred on it by this Agreement (except as expressly set forth herein), to be agreed terminate this Agreement by both Parties, not providing written notice to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breachthe breaching Party. Notwithstanding anything to the foregoingcontrary herein, in the event that of termination of the Agreement by IntelGenx as a result of Pacific's material breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933of this Agreement, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager without derogating from any oflntelGenx' other rights at law, IntelGenx shall have the right to continue any and/or all activities contemplated in under and/or by this Agreement, terminate this Agreement all rights granted to Pacific, continue utilizing the Patents and the Know-How for the exploitation of the Products, with respect the right to such Licensed Program and initiates set-off, from any sums due to Pacific hereunder, amounts equivalent to any damage caused to IntelGenx as a legal action result of Pacific breach hereunder. Notwithstanding anything to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is foundcontrary herein, in an unappealable decision the event of termination of the Agreement by Pacific as a court result oflntelGenx' material breach of competent jurisdiction or an appealable decision this Agreement, and without derogating from any of a court Pacific's other rights at law, Pacific shall have the right to continue any and/or all activities contemplated in under and/or by this Agreement, terminate all rights, other than the royalty obligations set forth herein, granted to IntelGenx, continue utilizing the Patents and the Know-How for the exploitation of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableProducts.

Termination for Breach. In the event of payment default, the Contractor may terminate the Agreement for breach if the Customer has failed to settle overdue payments within sixty (60) calendar days of the Customer having received the Contractor's written notice pursuant to Clause 8.4. In the event of other material breach of contract, the Contractor may send the Customer a written notice stating that the Agreement will be terminated for breach unless the Customer has discontinued or cured the breach of contract within sixty (60) days after it received the notice. Termination for breach shall not take place if the Customer has discontinued the breach of contract situation before the expiry of the time limit. Damages The Contractor may claim damages in respect of any direct loss that can be reasonably attributed to the breach of contract, unless the Customer demonstrates that the breach of contract or the cause of the breach of contract is not attributable to the Customer. The limitation of damages provisions of the Agreement, as set out in Clause 11.5.6, shall apply correspondingly. Infringement of the intellectual property rights of third parties (defect in title) The risks and responsibilities of the parties in relation to defects in title Each party shall be responsible for ensuring that its deliverables do not infringe the copyrights or other intellectual property rights of third parties, and shall carry all risks in this respect. There is a defect in title if the deliverable entails such infringement. Third party claims If a third party asserts to one of the parties that the deliverables entail a defect in title, the other party shall be informed thereof as soon as possible. The responsible party shall deal with the claim at its own expense. The other party shall assist the relevant party with this task to a reasonable extent. The relevant party shall commence and complete the effort of curing defects in title without undue delay, by ensuring that the other party is able to use the deliverable as before, without infringing any third party rights, or providing a corresponding deliverable that does not infringe any third party rights Termination for breach A defect in title that is not cured, and that is of such a nature as to be of material importance to the other party, shall give the other party the right to terminate the Agreement for breach. Indemnification of loss resulting from a defect in title A party shall be fully indemnified in respect of any liability for damages imposed on it in relation to a third party and any legal costs incurred, (including the party’s own costs connected to dealing with the case), in connection with a defect in title. The party may also claim damages in respect of other loss pursuant to the provisions of Clauses 11.5.5, 11.5.6 and 12.5. Settlement upon termination for breach Upon termination for breach, the rights to specifications, software and documentation prepared under this Agreement shall be assigned to the Customer pursuant to Clause 10.2, and the Customer shall pay the agreed consideration for deliverables that had been delivered in a contractual manner prior to the date of termination for breach. If the breach of contract is of such a nature that the Customer draws little or no benefit from the items delivered, the Customer may elect, in connection with the termination for breach, to request the repayment of any consideration received by the Contractor under the Agreement, with the addition of interest, at the NIBOR rate plus one (1) percent, as of the date on which payment was made. In such case, Clause 10.2 shall not apply. The Customer shall be entitled, if necessary for the activities of the Customer, to utilise the deliverables as agreed also after the termination for breach, but shall as soon as possible find an alternative solution to replace the deliverables. If the termination for breach was caused by breach of contract on the part of the Customer, the Contractor may make continued utilisation conditional upon the Customer providing satisfactory collateral. Other provisions Risk The risk of damage to delivered software copies, etc., due to an accidental occurrence, shall pass from the Contractor to the Customer on the installation date. The Contractor is responsible for maintaining insurance cover for the period up to this date. If delivered software copies are destroyed after the risk has passed to the Customer, the Customer shall nevertheless be entitled to new software copies in return for payment of the costs incurred by the Contractor in making these available. Insurance policies If the Customer is a public body, the Customer shall be self-insured. If the Customer is not self-insured, the Customer shall maintain insurance policies that are sufficient to satisfy such claims as the Contractor may bring on the basis of the risks and responsibilities assumed by the Customer pursuant to this Agreement, within the limits defined by ordinary insurance terms and conditions. The Contractor shall hold insurance policies that are sufficient, within the limits defined by ordinary insurance terms and conditions, to meet any such claim from the Customer as may arise on the basis of the risks and responsibilities assumed by the Contractor pursuant to this Agreement. This obligation shall be deemed to be met if the Contractor takes out third party and business insurance on terms and conditions that are deemed to be ordinary within the Norwegian insurance industry. The Contractor shall, at the request of the Customer, explain and document those of the insurance policies of the Contractor that are of relevance to compliance with this provision. Assignment of rights and obligations To the extent that the Customer is a public body, the Customer may assign its rights and obligations under this Agreement to another public body. The body to which the rights and obligations are assigned shall be entitled to corresponding terms and conditions, provided that the rights and obligations under the Agreement are assigned jointly. The Contractor may only assign its rights and obligations under the Agreement with the written consent of the Customer. The same shall apply if the Contractor is merged with another company, de-merged into several companies, or if assignment is to a subsidiary or another company within the same group. Consent shall not be unreasonably withheld. The right to consideration under this Agreement may be terminated with respect to any particular Agreement Program at any time during assigned freely. Such assignment shall not release the Term upon written notice by either Party if (a) the other Party is in material breach of relevant party from its obligations hereunder and responsibilities. Bankruptcy, composition with creditors, etc. In the event of debt rescheduling proceedings, composition with creditors, bankruptcy, or any other form of creditor intervention, in respect of the business of the Contractor, the Customer shall be entitled to terminate the Agreement for breach with immediate effect. Duty of care in relation to exports If any products, including spare parts, software and technology, delivered by the Contractor are subject to requirements for authorisation from the authorities in the country of origin and/or other countries, the Customer is responsible for obtaining such Agreement Program and (b) the other Party has not cured such breach within [***] authorisations in the case of a payment breach, export or within [***] in re-export of such products. Force majeure If an extraordinary situation should arise which is outside the case of all other breaches, after notice requesting cure control of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period parties which makes performance of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation duties under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Productimpossible, and which under Norwegian law must be classified as force majeure, the other party shall be notified of this as soon as possible. The obligations of the affected party shall be suspended for as long as the extraordinary situation prevails. The corresponding obligations of the other party shall be suspended for the same period. In force majeure situations, the other party may only terminate the Agreement for breach with the consent of the affected party, or if the situation prevails or is expected to prevail for more than ninety (ii90) Genzyme admits calendar days as of the date on which the situation arose, and in such legal action or settlement thereof case only with fifteen (15) calendar days’ notice. The parties shall, in connection with force majeure situations, have a mutual disclosure obligation towards each other concerning all matters that it has materially breached this Agreement with respect must be deemed relevant to such Licensed Product, then this Agreement the other party. Such information shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, be disclosed as applicablesoon as possible.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) A Party (the “non-breaching Party”) shall have the right, in addition to any other rights and remedies, to terminate this Agreement: (i) on a product-by-product and country-by-country basis (if such breach is limited to a Licensed Product or country) in the event the other Party (the “breaching Party”) is in material breach of any of its material obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, or within [***] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate under this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure periodProduct or country, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if or (iii) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed its entirety in the time allowed for an appeal event the breaching Party is in such legal action, to have materially breached breach of any of its material obligations under this Agreement with respect to its obligation under this Agreement a Major Market country. The non-breaching Party shall first provide written notice to use Commercially Reasonable Efforts the breaching Party, which notice shall identify with particularity the alleged breach. The breaching Party shall have a period of ninety (90) days (thirty (30) days in Developing or Commercializing the case of an undisputed non-payment of money) after such Licensed Productwritten notice is provided to cure such breach. If such breach is not cured within such period, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate in its entirety or on a product-by-product and country-by-country basis immediately with respect to such Licensed Program following at the Parties’ receipt end of such decision period on written notice of such termination from the non-breaching Party, or where a breach other than for non-payment is not capable of being cured in ninety (90) days, if the breaching Party fails to (1) initiate actions during such ninety (90) day period that are reasonably anticipated to cure the default within a reasonable period (not to exceed one hundred eighty (180) days) and (2) thereafter use continuing diligent efforts to cure the default, then the non-breaching Party may immediately following terminate this Agreement in its entirety or on a product-by-product and country-by-country basis at any time by providing written notice of such admission, as applicabletermination. Termination under this Section 16.2 shall not relieve any Party of any obligation accrued prior to (or otherwise existing upon) the date of termination nor relieve the breaching Party from liability for breach of this Agreement.

Termination for Breach. This Agreement may be terminated with respect Subject to the terms and conditions of this Section 13.04 (Termination for Breach), a Party (the “Non-Breaching Party”) shall have the right, in addition to any particular other rights and remedies available to such Party at law or in equity, to terminate this Agreement Program at any time during in the Term upon written notice by either Party if (a) event the other Party (the “Breaching Party”) is in material breach of its obligations hereunder this Agreement. The Non-Breaching Party shall first provide written notice to the Breaching Party, which notice shall identify with particularity the alleged breach (the “Breach Notice”). With respect to material breaches of any payment provision hereunder, the Breaching Party shall have a period of [***] days after such Agreement Program and (b) Breach Notice is provided to cure such breach. With respect to all other material breaches, the other Breaching Party has not cured shall have a period of [***] days after such Breach Notice is provided to cure such breach, provided that if the Breaching Party demonstrates good faith efforts to execute a plan reasonably calculated to cure such breach within [***] in the case of a payment breachdays thereafter, or within [***] in the case of all other breaches, after notice requesting then such cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination period shall be delayed for a time period to be agreed extended by both Parties, not to exceed an additional [***]] days. If a material breach for which a Breach Notice is provided is not cured within the applicable period set forth above, in order to permit such then the Non-Breaching Party a reasonable period of time to cure such breach. Notwithstanding the foregoingmay, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933at its election, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect upon written notice to such Licensed Program the Breaching Party. If a Non-Breaching Party provides a Breach Notice to the Breaching Party pursuant to this Section 13.04 (Termination for Breach) and initiates the Breaching Party disputes the existence of a legal action to resolve material breach in good faith, then the Breaching Party may refer such dispute within to the foregoing dispute resolution process set forth in ARTICLE XIV (Dispute Resolution; Governing Law). The [***] day cure period, then period set forth in this Agreement Section 13.04 (Termination for Breach) shall not terminate with respect to such Licensed Program be tolled during the pendency of such legal actiondispute, provided that if (i) Genzyme is found, in an unappealable decision by a court and all of competent jurisdiction or an appealable decision the terms of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect will remain in effect and the Parties will continue to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing perform all of their respective obligations hereunder during such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicablependency.

Termination for Breach. This Subject to Section 13.6, each Party shall have the right to terminate this Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either to the other Party if the other Party materially breaches an obligation under this Agreement, and, after receiving written notice from the non-breaching Party identifying such material breach in reasonable detail, fails to cure such material breach (including failure to pay any amounts due hereunder) within [***] from the date of such notice (which may be extended for an additional [***] if such breach cannot be cured within such initial [***] period, provided the breaching Party (a) the other Party is in material has begun to cure such breach of its obligations hereunder with respect to within such Agreement Program and initial [***] period, (b) provides the non-breaching Party with a reasonable plan to cure such breach, and (c) uses reasonable efforts to implement such plan during such additional [***] period). Notwithstanding anything to the contrary herein, [***]. If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party, [ *** ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. then the non-breaching Party shall not have the right to terminate this Agreement under this Section 13.3 unless and until an arbitrator or court, in accordance with Article 14, has determined that the alleged breaching Party has not cured materially breached this Agreement and such Party fails to cure such breach within [***] in following such decision of such arbitrator or court (except to the case of extent such breach involves the failure to make a payment breachwhen due, or which breach must be cured within [***] in the case following such decision of all other breaches, after notice requesting cure of the breach; provided, however, such arbitrator or court). It is understood and agreed that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal actiondispute, provided that if (i) Genzyme is found, in an unappealable decision by a court all of competent jurisdiction or an appealable decision the terms and conditions of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect remain in effect and the Parties shall continue to such Licensed Program following the Parties’ receipt perform all of such decision or immediately following such admission, as applicabletheir respective obligations hereunder.

Termination for Breach. This Except as specifically otherwise provided, the failure by either Party (the “Defaulting Party”) to comply with its material obligations under this Agreement may shall entitle the other Party (the “Non-Defaulting Party”) to give to the Defaulting Party notice specifying the nature of the default and requiring the Defaulting Party to cure such default. Subject to the provisions of Section 17 hereof, if such default (i) is not cured within 30 days after the receipt of such notice or, (ii) if such default cannot reasonably be terminated with respect cured within such 30-day period and the Defaulting Party shall not have commenced and be diligently continuing actions to cure such default during such 30-day period, the Non-Defaulting Party shall be entitled, without prejudice to any particular of the other rights conferred on it by this Agreement Program or available to it at law or in equity to terminate this Agreement by giving further notice to the Defaulting Party, to take effect immediately upon receipt of such termination notice by the Defaulting Party. In addition to and notwithstanding any time remedies set out in this Agreement or available in law or equity, in the event that LMI, in accordance with this Agreement, fails to purchase any or all of its **** purchase volume commitments in accordance with (and subject to the terms of) Section 3.4 (and except in the event of an ongoing bona fide dispute regarding a shipment of Product from Nordion to LMI), (i) Nordion shall during the Contract Term be entitled to claim (and invoice) payment from LMI at the Product Fee for an amount of such Product equal to the shortfall in such purchase volume commitments and LMI shall make full payment for such Product and/or (ii) Nordion, upon written notice by either Party if (a) to LMI, may immediately suspend further supply of Product to LMI until such time as such amounts are paid in full. In the other Party is in material breach event that Nordion suspends supply of its obligations hereunder with respect Product to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case LMI, supply of a payment breachProduct may, or within [***] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Partiesat Nordion’s election, not be resumed by Nordion until one (1) Calendar Week after amounts due and owing by LMI to exceed an additional [***], Nordion are paid in order to permit such Party a reasonable period of time to cure such breachfull. Notwithstanding the foregoing, in for the event that sake of clarity, the breach relates parties acknowledge and agree that, to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the extent Nordion exercises its right to terminate suspend further supply of Product to LMI pursuant to this Agreement Agreement, LMI shall have no obligation to purchase the aforementioned purchase volume commitments during the period of suspended supply of Product or make any payments with respect thereto. The right of termination as provided in this Section 6.2, shall not be affected in any way by either party’s waiver or failure to take action with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableany previous default.

Termination for Breach. This Agreement Either Party may be terminated with respect to any particular Agreement Program at any time during the Term terminate this Agreement, effective upon written notice to the other Party, upon any breach by either Party if (a) the other Party of any material obligation or condition of this Agreement (a “Material Breach”) that remains uncured [***] ([***] if the breach is in material a failure by [***] to [***]) after the non-breaching Party first gives written notice of such breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party describing such Material Breach in reasonable detail; provided, however, that if the nature of the asserted breach (other than a breach for non-payment) is such that more than [***] are reasonably required to cure, then the cure period shall be extended for a period not to exceed [***] so long as the Party seeking to cure the asserted breach is diligently pursuing such cure to completion. Anything contained in this Agreement to the contrary notwithstanding and subject to the proviso of this sentence, if the allegedly breaching Party (i) disputes either (A) whether a Material Breach has occurred or (B) whether the Material Beach has been timely cured, and (ii) provides written notice of that Dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions of Section 11.12, and the Party asserting the breach may not cured terminate this Agreement until it has been determined under Section 11.12 that the allegedly breaching Party is in Material Breach of this Agreement, and such breaching Party further fails to cure such breach within [***] in the case of a payment breach, (or within such [***] in period as determined by [***]) after the case of all other breaches, after notice requesting cure conclusion of the breachdispute resolution procedure; provided, however, that if the foregoing shall not apply to any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], . Anything contained in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action the contrary notwithstanding, if the asserted Material Breach is cured or shown to resolve such dispute be non-existent within the foregoing [***] applicable cure period, then this Agreement the first notice of breach hereunder shall not terminate with respect to such Licensed Program during the pendency be deemed automatically withdrawn and of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableno effect.

Termination for Breach. This Agreement may be terminated with respect Subject to the terms and conditions of this Section 14.03 (Termination for Breach), a Party (the “Non-Breaching Party”) shall have the right, in addition to any particular other rights and remedies available to such Party at law or in equity, to terminate this Agreement Program at any time during in the Term upon written notice by either Party if (a) event the other Party (the “Breaching Party”) is in material breach of its obligations hereunder under this Agreement. The Non-Breaching Party shall first provide written notice to the Breaching Party, which notice shall identify with particularity the alleged breach (the “Breach Notice”). With respect to such Agreement Program and (b) material breaches of any payment provision hereunder, the other Breaching Party has not cured such breach within shall have a period of [***] in the case of a payment days after such Breach Notice is provided to cure such breach, or within [***] in the case of . With respect to all other breaches, after notice requesting cure the Breaching Party shall have a period of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party days after such Breach Notice is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time provided to cure such breach. Notwithstanding anything to the foregoingcontrary in this Section 14.03 (Termination for Breach), in the event with respect to any breach by Licensee that the results, or could reasonably be expected to result in, a breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “of any In-License Agreement, Licensee shall have a period of [***]”] days after Tetraphase provides written notice to Licensee that Tetraphase has received a written notice of breach from the applicable Third Party licensor to cure such breach. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether If such breach gives Voyager is not cured within the applicable period set forth above, the Non-Breaching Party may, at its election, terminate this Agreement upon written notice to the Breaching Party; provided that, if a material breach pertains only to facts relating to one or more Jurisdictions other than mainland China, then the Non-Breaching Party shall only have the right to terminate this Agreement only with respect to such Licensed Program and initiates Jurisdiction(s); provided, further, that, solely with respect to any breach (other than a legal action breach of any payment provision) that is not reasonably likely to resolve such dispute within result in a breach of any In-License Agreement, the foregoing termination shall not become effective for [**] days after the Breach Notice if the breach specified in such Breach Notice cannot be cured within the initial [**] day cure period, then and if the Breaching Party commenced actions to cure such breach within the initial [**] day cure period and thereafter diligently continued such actions and cured such breach within such [**] day period. The waiver by either Party of any breach of any term or condition of this Agreement shall not be deemed a waiver as to any subsequent or similar breach. In the event Licensee is entitled to terminate with respect this Agreement in its entirety pursuant to this Section 14.03 (Termination for Breach), as an alternative to such Licensed Program during the pendency of such legal actiontermination, provided that if (i) Genzyme is foundLicensee may elect upon written notice to Tetraphase that, in as an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect alternative to such Licensed Producttermination, then from the date on which such termination would otherwise have become effective, any royalties otherwise payable by Licensee to Tetraphase pursuant to Section 8.04 (Royalties) shall be reduced by [**] percent ([**]%) and, for clarity, this Agreement shall terminate immediately with respect otherwise continue in full force and effect. Such election by Licensee of a royalty reduction as an alternative to such Licensed Program following the Parties’ receipt of such decision termination for a breach shall not be deemed a waiver as to any subsequent or immediately following such admission, as applicablesimilar breach.

Termination for Breach. This In the event that either Party (the “Breaching Party”) shall be in material default in the performance of any of its obligations under this Agreement, in addition to any other right and remedy the other Party (the “Complaining Party”) may have, the Complaining Party may terminate this Agreement may be terminated in its entirety or with respect to any particular Agreement Program the country or countries to which such material default applies by sixty (60) days prior written notice (the “Notice Period”) to the Breaching Party, specifying the breach and its claim of right to terminate, provided always that the termination shall not become effective at any time the end of the Notice Period if the Breaching Party cures the breach complained about during the Term upon written notice by either Notice Period (or, if such default cannot be cured within such sixty (60)-day period, if the Breaching Party if commences actions to cure such default within the Notice Period and thereafter diligently continues such actions, provided that such default is cured within one hundred and eighty (a180) days after the other Party is in material breach receipt of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] notice), except in the case of a payment breachdefault, or within as to which the Breaching Party shall have only a thirty (30)-day cure period; provided further, that if Flexion is in default with respect to its obligations under Section 6.3 in […***…] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination then AstraZeneca shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager have the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing […***] cure period…]. A termination notice may not be given for a dispute relating to the amount of royalties owed to AstraZeneca provided that the Parties are seeking to remedy the dispute in compliance with Section 7.9.3 of this Agreement. Notwithstanding the foregoing, then any right to terminate under this Agreement Section 18.2 shall not terminate with respect to such Licensed Program be stayed and the Notice Period stayed in the event that during the pendency Notice Period, the Party alleged to have been in material breach shall have initiated the dispute resolution procedure in accordance with Section 24 and provided that the Party alleged to have been in material breach diligently and in good faith co-operates in the prompt resolution of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicabledispute resolution proceedings.

Termination for Breach. This In the event that MBX materially defaults on any material obligation hereunder or under any other Commercial Alliance Agreement may (including an "Adverse Act" as defined in the Operating Agreement), or materially breaches any material term herein or therein to be terminated with respect performed or observed, then ADM Sub shall have the right to any particular Agreement Program at any time during the Term upon written notice by either Party if terminate this Agreement: (a) the other Party is in material breach of its obligations hereunder with respect by giving thirty (30) days prior written notice to such Agreement Program and (b) the other Party has not cured such breach within [***] MBX in the case of a breach of any payment breachterm, or within [***] and (b) by giving ninety (90) days prior written notice to MBX in the case of all any other breaches, after notice requesting cure of the breach; provided, however, that in the case of a default or breach capable of being cured, if any MBX shall cure the said default or breach other than a payment breach is within such notice period after said notice shall have been given, then said notice shall not reasonably curable within [***] be effective and if a Party is making a bona fide effort to cure such breach, such termination the Agreement shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], continue in order to permit such Party a reasonable period of time to cure such breachfull force and effect. Notwithstanding the foregoing, in In the event that ADM Sub materially defaults on any material obligation hereunder or under any other Commercial Alliance Agreement (including an "Adverse Act" as defined in the breach relates Operating Agreement), or materially breaches any material term herein or therein to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933be performed or observed, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager then MBX shall have the right to terminate this Agreement with respect Agreement: (a) by giving thirty (30) days prior written notice to ADM Sub in the case of a breach of any payment term, and (b) by giving ninety (90) days prior written notice to ADM Sub in the case of any other breach; provided, however, that in the case of a default or breach capable of being cured, if ADM Sub shall cure the said default or breach within such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure periodnotice period after said notice shall have been given, then said notice shall not be effective and the Agreement shall continue in full force and effect. In the event that MBX commits a breach of this Agreement shall not terminate with respect by granting a license under the MBX Technology to a Third Party in violation of the terms of the license granted to ADM Sub under Section 7.2.1 or to the Joint Sales Company under Section 7.2.2, and such Licensed Program during the pendency of such legal action, provided that if breach remains uncured for sixty (i60) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Productdays following notice from ADM Sub, then this Agreement such breach (a "Section 7 Breach") shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, trigger certain additional rights for ADM Sub as applicableset forth in Section 10.5.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either A Party if (a“Non-Breaching Party”) the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, or within [***] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager have the right to terminate this Agreement on a Work Stream-by-Work Stream basis, or, for Roche, on an Approved Marker or Investigational Marker basis in the case of the CDx Development Program, in the event the other Party (“Breaching Party”) is in material breach of any of its material obligations under the applicable Work Stream (or obligations pertaining to an Approved Marker or Investigational Marker program). Failure of FMI to comply materially with respect Performance Specifications or Quality Standards shall be considered a material breach by FMI. For avoidance of doubt, a Non-Breaching Party shall only be permitted to such Licensed Program and initiates terminate the Work Stream (or Approved Marker or Investigational Marker program) to which a legal action material breach of a material obligation relates. The Non-Breaching Party shall provide written notice to resolve such dispute within the foregoing Breaching Party, which notice shall identify the breach. Except in the event of a breach that, by its nature, is not amenable to cure, in which case termination may be made effective immediately, the Breaching Party shall have a period of […***…] after such written notice is provided (“Peremptory Notice Period”) to cure periodsuch breach or, then this Agreement absent withdrawal of the Non-Breaching Party’s request for termination, the relevant Work Stream (or Approved Marker or Investigational Marker program) shall terminate; provided that, if the Breaching Party has a bona fide dispute as to whether such breach: (i) occurred, (ii) pertains to a material obligation, or (iii) has been cured, the Breaching Party will so notify the Non-Breaching Party, the relevant Work Stream (or Approved Marker or Investigational Marker program) shall not terminate with respect and the expiration of the Peremptory Notice Period shall be tolled until such dispute is resolved pursuant to Section 19.2. If such Licensed Program during dispute is resolved by finding that the pendency Non-Breaching Party is entitled to terminate the relevant Work Stream (or Approved Marker or Investigational Marker program), the Breaching Party may have the remainder of the Peremptory Notice Period to cure such legal action, provided that if (i) Genzyme breach. If such breach is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in cured within the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed ProductPeremptory Notice Period, then this Agreement absent withdrawal of the Non-Breaching Party’s request for termination, the relevant Work Stream (or Approved Marker or Investigational Marker program) shall terminate immediately in accordance with respect to such Licensed Program following the Parties’ receipt notice from the Non-Breaching Party as of such decision or immediately following such admission, as applicablethe expiration of the Peremptory Notice Period.

Termination for Breach. This Either Party may terminate this Agreement for a material breach or default by the other Party by giving the breaching Party written notice, specifying the breach or default, and giving the breaching Party thirty (30) days to cure such breach or default. For the avoidance of doubt either Party may be terminated terminate with respect to any particular individual Product which termination shall not affect the viability of the Agreement Program at any time during the Term upon written notice by either Party if (a) the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) any remaining Products. If the other Party breach or default has not been cured within thirty (30) days after the receipt of such breach within [***] in notice the case of a payment breachnon-defaulting Party shall be entitled, or within [***] in the case of all other breacheswithout prejudice, after notice requesting cure of the breachto terminate this Agreement; provided, however, that if any such breach other than a payment breach is or default reasonably cannot be cured within such 30 day period, then upon the mutual agreement of the Parties the defaulting Party may be granted an additional period of time during which it shall exercise reasonably curable within [***] and if a Party is making a bona fide effort diligent efforts to cure such breach, such termination and the non-defaulting Party shall not be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right permitted to terminate this Agreement with respect to under this Section during any such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] mutually agreed extended cure period. Termination for breach or default will have no effect on performance obligations or amounts to be paid which have accrued up to the effective date of such termination. Customer’s failure to make timely payments hereunder following notice of non-payment as required in this section 12.3 shall constitute a breach. Customer acknowledges that it is aware that in May 2011 and November 2011, then this Agreement BVL’s manufacturing facility was inspected by the United States Food and Drug Administration and by the European Medicines Agency in March 2011 and November 2011. Customer further acknowledges that each of these inspections resulted in observations from the regulatory authority citing deviations from current Good Manufacturing Practices. Customer acknowledges The European Medicines Agency and the Therapeutic Goods Administration have issued BVL short-dated, restricted GMP licenses. Customer further acknowledges that it is aware BVL voluntarily suspended manufacturing at its site as of November 2011. Customer has reviewed the records of inspection from the above mentioned regulatory authorities as well as BVL’s corrective action responses to the regulatory agencies and is satisfied that the corrective actions set forth in BVL’s corrective action plan should rectify the cGMP issues at the manufacturing facility that directly or indirectly affect Customer’s Products. Based on the foregoing, Customer acknowledges that the cGMP issues set forth above, as well as any prior deviations from cGMP by BVL, shall not terminate with respect constitute grounds for a claim of any breach of this Agreement, and Customer specifically waives any right to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation claim any breach under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing based on any such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableprior deviations from cGMP.

Termination for Breach. This PD-1 License Agreement and the rights granted herein may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) for the material breach by the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) this PD-1 License Agreement, provided, that if the other breaching Party has not cured such breach within [***] in the case of a payment breach, ]s (or within [***] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order the case of Celgene’s payment obligations under this PD-1 License Agreement with respect to permit such a material breach by either Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations its obligation to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached Efforts, each as applicable) (the “Cure Period”) after the date of written notice to the breaching Party of such obligation or whether breach, which notice shall describe such breach gives Voyager in reasonable detail and shall state the right non-breaching Party’s intention to terminate this PD-1 License Agreement pursuant to this Section 6.3. Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a material breach under this PD-1 License Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party in accordance with Section 12.2 of the Master Collaboration Agreement. Any such termination of this PD-1 License Agreement under this Section 6.3 shall become effective at the end of the Cure Period, unless the breaching Party has cured any such breach or default prior to the expiration of such Cure Period, or, if such breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party. The Parties understand and agree that the totality of this PD-1 License Agreement and the totality of the circumstances with respect to such Licensed Program this PD-1 License Agreement will be taken into account and initiates assessed as a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency whole for purposes of such legal action, provided that if (i) Genzyme determining whether a breach is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation material under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicablePD-1 License Agreement.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either A Party if (a“Non-Breaching Party”) the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, or within [***] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager have the right to terminate this Agreement in its entirety or on a country-by-country or Product-by-Product basis in the event the other Party (“Breaching ***Confidential Treatment Requested*** Party”) is in breach of any of its material obligations under this Agreement. The Non-Breaching Party shall provide written notice to the Breaching Party, which notice shall identify the breach and, if applicable, the affected countries in which, and the affected Products with respect to such Licensed Program and initiates which, the Non-Breaching Party intends to have this Agreement terminate. The Breaching Party shall have a legal action to resolve such dispute within the foregoing period of […***…] after such written notice is provided (“Peremptory Notice Period”) to cure periodsuch breach. If the Breaching Party has a dispute as to whether such breach occurred or has been cured, then it will so notify the Non-Breaching Party, and the expiration of the Peremptory Notice Period shall be tolled until the Parties agree or the arbitrators have determined in accordance with Section 19.3 that this Agreement shall not terminate with respect to such Licensed Program was materially breached. It is understood and acknowledged that, during the pendency of such legal actiona dispute, provided that if (i) Genzyme is found, in an unappealable decision by a court all of competent jurisdiction or an appealable decision the terms and conditions of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect shall remain in effect, and the Parties shall continue to its obligation perform all of their respective obligations under this Agreement Agreement. Upon such agreement or determination of material breach or failure to use Commercially Reasonable Efforts in Developing or Commercializing cure, the Breaching Party may have the remainder of the Peremptory Notice Period to cure such Licensed Product, or (ii) Genzyme admits in breach. If such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Productbreach is not cured within the Peremptory Notice Period, then absent withdrawal of the Non-Breaching Party’s request for termination, this Agreement shall terminate immediately in accordance with respect the written notice provided by the Non-Breaching Party and such termination shall be effective as of the expiration of the Peremptory Notice Period. For clarity, Roche may terminate this Agreement under this Section 17.2.2 if there is a material diminution in the Quality Standards, except as permitted under Section 2.3, or if FMI is unwilling or unable to such Licensed Program following fulfill its obligations under Section 7.5.2, and FMI may terminate this Agreement under this Section 17.2.2 if Roche is unwilling or unable to fulfill its obligations under Section 7.5.1. Notwithstanding the Parties’ receipt foregoing, Roche may terminate this Agreement under this Section 17.2.2 if a Material Average Delivery Time Failure or Material Performance Standards Failure occurs by providing written notice to FMI within […***…] of such decision Material Average Delivery Time Failure or immediately following Material Performance Standards Failure, and no cure period as provided under this Section 17.2.2 shall be applicable for such admission, as applicabletermination.

Termination for Breach. This Agreement If a Party materially breaches this Agreement, the non-breaching Party may be terminated provide the breaching Party with respect to any particular Agreement Program at any time during the Term upon a written notice by either Party specifying the nature of the breach, and stating its intention to terminate this Agreement if such breach is not cured. If (a) the other Party is in material breach of its obligations hereunder is with respect to such Agreement Program a payment obligation and is not cured within a [***] day period after the alleged breaching Party has received written notice of termination, or (b) if the material breach relates to any obligation other Party has than a payment obligation and is not cured such breach by the allegedly breaching Party within [***] in days after the case receipt of a payment such notice or if such other breach is curable but cannot be cured within the [***] day period, the allegedly breaching Party fails to commence actions during such period to cure such breach and thereafter fails to use diligent efforts to promptly cure such breach, or the allegedly breaching Party fails to dispute the alleged breach within such [***] -day period, then in each case the non-breaching Party shall be entitled, without prejudice to any of its other rights under this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement by providing written notice to the other Party. If the allegedly breaching Party in good faith disputes such material breach or the failure to cure or remedy such material breach such Party shall, within [***] days of receipt of written notice from the other Party of termination (x) provide written notice of that dispute putting forward in reasonable detail the case of all other breachesrationale for disputing the alleged breach to the notifying Party and (y) initiate arbitration procedures in accordance with Section 15.1, after notice requesting cure of the breach; providedin which case, however, that if any breach other than a payment breach is such termination shall not reasonably curable within be effective until [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding days after the foregoing, in the event arbitration award determining that the conditions for termination of this Section 12.2.3 are met; provided, that, the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product is not cured within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program day period and during the pendency of any such legal actionarbitration the Parties shall continue performing their respective obligations, provided that if (i) Genzyme is foundand exercising their respective rights, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement Agreement. The Parties hereby agree to use Commercially Reasonable Efforts in Developing or Commercializing take such Licensed Product, or (ii) Genzyme admits in steps as may be reasonably necessary to complete such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following arbitration process as expeditiously as possible given the Parties’ receipt of such decision or immediately following such admission, as applicablecircumstances.

Termination for Breach. This Failure by a Party to comply with any of its material obligations contained herein will entitle the Party not in default to give to the defaulting Party notice specifying the nature of the material breach, requiring the defaulting Party to make good or otherwise cure such material breach, providing specific actions that the defaulting Party could take to cure such material breach, and stating its intention to invoke the provisions of Section 14.3 if such material breach is not cured. If such material breach is not cured within 90 days after the receipt of such notice (or, if such material breach cannot be cured within such 90-day period, if the defaulting Party does not commence actions to cure such material breach within such period and thereafter diligently continue such actions), the Party not in default will be entitled, without limiting any of its other rights conferred on it by this Agreement may be terminated (except as expressly set forth herein), to terminate this Agreement by providing written notice to the breaching Party. Notwithstanding anything to the contrary herein, in the event of Egalet’s material breach of this Agreement, and without derogating from any of RedHill’s other rights at law, RedHill shall have the right to continue all activities under the License granted herein and to continue utilizing the Patents for the exploitation of the License, with respect the right to set-off, from any sums due to the Egalet hereunder, amounts equivalent to any particular damage caused to RedHill as a result of Egalet’s breach hereunder. Notwithstanding, it is clarified that Egalet shall not be entitled to terminate this Agreement Program at for any time during reason whatsoever once the Royalty Term upon written notice by either Party has expired, provided that this shall not derogate from any right of termination available to Egalet if (a) the other Party is in material breach RedHill has not complied with any and all of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, or within [***] in the case of all other breaches, after notice requesting cure as per elapse of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableRoyalty Term.

Termination for Breach. This (a) Except as provided in Section 12.2(b), the failure by a Party (“Defaulting Party”) to comply with any of its obligations under this Agreement may or the Quality Agreement shall entitle the other Party (“Non-Defaulting Party”) to give the Defaulting Party written notice (including via e-mail) specifying the nature of the default and requiring the Defaulting Party to cure such default. If such default is not cured within [ * ] after the receipt of such notice (or, if such default reasonably cannot be terminated cured within such [ * ] period, and if the Defaulting Party shall not commence and diligently continue actions to cure such default during such [ * ] period), the Non-Defaulting Party shall be entitled, without prejudice to any of the other rights conferred on it by this Agreement or available to it at law, in equity or under this Agreement, to terminate this Agreement by giving further written notice to the Defaulting Party, to take effect immediately upon delivery thereof. The right of either Party to terminate this Agreement, as provided in this Section 12.2, shall not be affected in any way by its waiver or failure to take action with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if previous default. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (aI) the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. (b) No default based on a claimed failure of Product to conform with or to the other Party has not cured such breach within [***] in Production Standards shall be the case subject of a payment breachnotice under Section 12.2(a) until and unless all procedures and remedies specified in Section 4 shall have first been exhausted. Furthermore, or within [***] in the case no inability to supply caused by an event of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination Force Majeure shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision subject of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation notice under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableSection 12.2(a).

Termination for Breach. This Either Party may terminate this Agreement may be terminated with respect to any particular Agreement Program at any time during in the Term upon written notice by either Party if (a) event the other Party is in material breach of its obligations hereunder with respect to such Agreement Program materially breaches this Agreement, and (b) the other Party has not cured such breach within [***] in the case of a payment breach, or within [***] in the case of all other breaches, shall have continued for ninety (90) days after notice requesting cure of thereof was provided to the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a breaching Party is making a bona fide effort to cure such breach, by the non-breaching Party. Any such termination shall be delayed for a time become effective at the end of such ninety (90) day period unless the breaching Party has cured any such breach prior to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period the expiration of time to cure such breachthe ninety (90) day period. Notwithstanding the foregoing, in the event that the alleged breach relates in question is not reasonably capable of cure within the foregoing ninety (90) day period, but is otherwise capable of being cured, the breaching Party may submit a reasonable cure plan prior to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”the end of such initial ninety (90) day cure period, in which case, the other Party shall not have the right to terminate under this Section 9.2 with respect to such alleged breach for so long as the breaching Party is diligently implementing such cure plan. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party in accordance with this Section 9.2, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product and such alleged breaching Party provides the other Party notice of such dispute within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager ninety (90) day period, then the non-breaching Party shall not have the right to terminate this Agreement under this Section 9.2 unless and until an arbitrator, in accordance with respect Article 10, has determined that the alleged breaching Party has materially breached the Agreement and that such Party fails to cure such Licensed Program breach within ninety (90) days following such arbitrator’s decision. It is understood and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program agreed that during the pendency of such legal actiondispute, provided that if (i) Genzyme is found, in an unappealable decision by a court all of competent jurisdiction or an appealable decision the terms and conditions of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. Notwithstanding anything to the contrary in this Section 9.2, the Parties acknowledge that termination of this Agreement shall be a remedy of last resort and the breaching Party shall have the right to assert in the event of a dispute for resolution under Article 10, that some other remedy besides termination shall be adequate and appropriate in lieu of termination for the breach in question. If the breaching Party raises such Licensed Program following issue for resolution under Article 10, the Parties’ receipt arbitrator shall reasonably consider non-termination remedies and, provided such material breach is confirmed, look first to impose any such non-termination remedies in lieu of allowing termination of this Agreement so long as such decision or immediately following non-termination remedies are adequate, appropriate, and effectively make the non-breaching Party whole in light of all damages incurred including consequential damages (and no termination shall occur pending resolution of any such admissiondispute and in the event such arbitrator finds such non-termination remedies adequate, as applicableappropriate, and effective in making the non-breaching Party whole).

Termination for Breach. This Dimension may terminate this Agreement may be terminated with respect if Bayer is late in paying to Dimension any particular Agreement Program at milestones or royalties, fees or any time during the Term upon written notice by either Party if (a) the other Party is monies due under this Agreement, and Bayer does not pay Dimension in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach full within [***] in the case of a payment breachupon written demand from Dimension, or within [***] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such which termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit effective immediately upon the expiration of such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within [***] after written notice of the breach, which termination shall be effective immediately upon the expiration of such [***] cure period. Notwithstanding the foregoing, if the default is not terminate reasonably capable of being cured within the [***] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than [***]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such Licensed Program during breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the pendency ReGenX Agreement, where such termination occurs prior to the [***] cure period given to Bayer above. For the avoidance of such legal actiondoubt, provided that if (i) Genzyme is foundBayer shall not be liable or otherwise responsible to Dimension for any loss, in an unappealable decision by costs, expenses, damages or liability of any kind arising from a court breach or termination of competent jurisdiction or an appealable decision the ReGenX Agreement attributable to Bayer’s exercise of a court its rights under this Agreement. The right of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, either Party to have materially breached terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Productto, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableany previous default.

Termination for Breach. This Agreement Either Party may be terminated with respect to any particular Agreement Program at any time during the Term terminate this Agreement, effective upon written notice to the other Party, upon any breach by either Party if (a) the other Party is in of any material breach obligation or condition of its obligations hereunder with respect to such this Agreement Program and (ba “Material Breach”) the other Party has not cured such breach within that remains uncured [***] in the case of a payment breach, or within days ([***] days if the breach is a failure by Lilly to make any payment required hereunder) after the non-breaching Party first gives written notice of such breach to the other Party describing such Material Breach in the case of all other breaches, after notice requesting cure of the breachreasonable detail; provided, however, that if any the nature of the asserted breach (other than a payment breach for non-payment) is not reasonably curable within such that more than [***] and if a Party is making a bona fide effort days are reasonably required to cure, then the cure such breach, such termination period shall be delayed extended for a time period to be agreed by both Parties, not to exceed an additional [***]] days so long as the Party seeking to cure the asserted breach is diligently pursuing such cure to completion. Anything contained in this Agreement to the contrary notwithstanding and subject to the proviso of this sentence, if the allegedly breaching Party (i) disputes either (A) whether a Material Breach has occurred or (B) whether the Material Beach has been timely cured, and (ii) provides written notice of that Dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions of Section 11.12, and the Party asserting the breach may not terminate this Agreement until it has been determined under Section 11.12 that the allegedly breaching Party is in order to permit Material Breach of this Agreement, and such breaching Party a reasonable period of time further fails to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “within [***] days (or such longer or shorter period as determined by [***]”) after the conclusion of the dispute resolution procedure; provided, however, that the foregoing shall not apply to any breach for non-payment of any payments required hereunder. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts Anything contained in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action the contrary notwithstanding, if the asserted Material Breach is cured or shown to resolve such dispute be non-existent within the foregoing [***] applicable cure period, then this Agreement the first notice of breach hereunder shall not terminate with respect to such Licensed Program during the pendency be deemed automatically withdrawn and of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableno effect.

Termination for Breach. This Agreement Either Party may be terminated with respect to any particular Agreement Program at any time during the Term terminate this Agreement, effective upon written notice to the other Party, upon any breach by either Party if (a) the other Party is in of any material breach obligation or condition of its obligations hereunder with respect to such this Agreement Program and (ba “Material Breach”) the other Party has not cured such breach within that remains uncured [***] in the case of a payment breach, or within days ([***] days if the breach is a failure by Lilly to make any payment required hereunder) after the non-breaching Party first gives written notice of such breach to the other Party describing such Material Breach in the case of all other breaches, after notice requesting cure of the breachreasonable detail; provided, however, that if any the nature of the asserted breach (other than a payment breach for non-payment) is not reasonably curable within such that more than [***] and if a Party is making a bona fide effort days are reasonably required to cure, then the cure such breach, such termination period shall be delayed extended for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such ] days so long as the Party a reasonable period of time seeking to cure such breach. Notwithstanding the foregoingasserted breach is diligently Portions of this Exhibit, in indicated by the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH xxxx “[***]”,” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933REQUESTED pursuing such cure to completion. Anything contained in this Agreement to the contrary notwithstanding and subject to the proviso of this sentence, AS AMENDED. obligations if the allegedly breaching Party (i) disputes either (A) whether a Material Breach has occurred or (B) whether the Material Beach has been timely cured, and (ii) provides written notice of that Dispute to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product the other Party within a Licensed Program the above time periods, then the matter will be addressed under the dispute resolution provisions of Section 11.12, and Genzyme disputes whether it has breached such obligation or whether such the Party asserting the breach gives Voyager the right to may not terminate this Agreement with respect until it has been determined under Section 11.12 that the allegedly breaching Party is in Material Breach of this Agreement, and such breaching Party further fails to cure such Licensed Program and initiates a legal action to resolve such dispute breach within the foregoing [***] days (or such longer or shorter period as determined by [***]) after the conclusion of the dispute resolution procedure; provided, however, that the foregoing shall not apply to any breach for non-payment of any payments required hereunder. Anything contained in this Agreement to the contrary notwithstanding, if the asserted Material Breach is cured or shown to be non-existent within the applicable cure period, then this Agreement the first notice of breach hereunder shall not terminate with respect to such Licensed Program during the pendency be deemed automatically withdrawn and of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableno effect.

Termination for Breach. This If a Party commits a material breach of any obligation set forth under this Agreement, then the other Party may terminate this Agreement may in its entirety or with respect to the applicable Research Plan, Candidate Product, or Licensed Product that is the subject of such breach, unless such breach is cured within the [***] after receipt of written notice (a “Termination Notice”) from the non-breaching Party (such period, the “Notice Period”) with respect to such breach; provided, that: (a) the termination shall not become effective at the end of the Notice Period; (b) if the alleged breaching Party disputes in good faith the existence or materiality of any such breach specified in the Termination Notice and provides notice of such dispute within the Notice Period, then the Notice Period shall be terminated tolled and the Party alleging such breach will not have the right to terminate this Agreement unless and until the dispute resolution process provided for in Section 15.1 (Dispute Resolution) has been completed and such breach remains uncured for [***] after the final resolution of the dispute through such dispute resolution procedure; and (c) with respect to any particular Agreement Program at any time during the Term upon alleged breach by AstraZeneca of its diligence obligations set forth in Section 5.2 (Development Diligence) or Section 8.3 (Commercialization Diligence), Cellectis shall first provide written notice by either Party if (a) thereof to AstraZeneca and the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach Parties shall meet within [***] after delivery of such notice to AstraZeneca to discuss in good faith such alleged breach and AstraZeneca’s Development or Commercialization plans, as applicable, with respect to the case of a payment breachapplicable Licensed Product, or within [***] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if which discussions must be concluded by mutual agreement before Cellectis may issue any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement Termination Notice with respect to such Licensed Program and initiates a legal action to resolve such dispute within alleged breach (and, for clarity, the foregoing [***] cure period, then this Agreement Notice Period shall not terminate with respect commence prior to such Licensed Program during the pendency conclusion of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision good faith discussions and the subsequent issuance of a court Termination Notice by Xxxxxxxxx). It is understood that termination pursuant to this Section 14.2.2 (Termination for Breach) shall be a remedy of competent jurisdiction that has not been appealed last resort and may be invoked only in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following case where the Parties’ receipt breach cannot be reasonably remedied by the payment of such decision or immediately following such admission, as applicablemoney damages.

Termination for Breach. This If either party materially breaches this Agreement at any time, which breach is not cured within ninety (90) days of written notice thereof from the non-breaching party, the non-breaching party may elect either to terminate this Agreement, in which case all rights and obligations of each party under this Agreement shall terminate, or modify this Agreement on the terms and conditions set forth below. Promptly after delivery of any such notice of material breach, the parties shall meet to discuss all relevant facts and circumstances and attempt to agree upon a remedial plan. In the event of such a breach by Geron during the Research Term, P&U may elect to modify the Agreement as follows: (i) P&U's obligation to make further research payments in accordance with Article 8 shall terminate, (ii) Geron's obligation to conduct the Research, its right to participate in the development of Candidate Drugs and its right to co-promote shall terminate, (iii) P&U's licenses to Geron hereunder shall terminate, (iv) the royalties otherwise payable to Geron on the sale of Products in accordance with Article 7 above shall be terminated reduced by [*] percent and [*] and (v) all other rights and obligations of the parties shall remain in full force and effect. In the event of such a breach by Geron after the Research Term, P&U may elect to modify the Agreement as follows: (i) Geron's right to participate in the development of Candidate Drugs and co-promote shall terminate, (ii) P&U's licenses to Geron hereunder shall terminate, (iii) the royalties otherwise payable to Geron on the sale of Products in accordance with Article 7 above shall be reduced by [*] percent and [*] and (iv) all other rights and obligations of the parties shall remain in full force and effect. In the event of such a breach by P&U during the Research Term, then Geron may elect to modify this Agreement as follows: (i) all rights and licenses granted by P&U to Geron pursuant to this Agreement shall terminate, except that P&U's obligations under Article 8 herein shall become immediately due and payable and within thirty (30) days of such uncured breach, P&U shall deliver to Geron a one-time lump sum cash payment to Geron equal to the amounts not previously paid to Geron pursuant to Article 8 and (ii) all obligations of Geron pursuant to this Agreement shall terminate. * Certain portions of this Exhibit have been omitted for which confidential treatment has been requested and filed separately with the Securities and Exchange Commission. In the event that such termination occurs after the Research Term as a result of a breach by P&U of its development or commercialization obligations under this Agreement, including, without limitation, Sections 3.1 or 5.1 hereof, and the breach specifically relates solely to a specific Candidate Drug or Product, this Agreement shall be terminable by Geron in all respects other than with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) the other Party is in material breach of its obligations hereunder with respect those Candidate Drugs or Products unrelated to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, or within [***] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such . Any termination or modification under this Section 17.2 shall be delayed for a time period subject to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program Sections 17.6 and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicable17.7.

Termination for Breach. This Agreement Either Party may be terminated with respect to any particular Agreement Program at any time during the Term terminate this Agreement, effective upon written notice to the other Party, upon any breach by either Party if (a) the other Party is in of any material breach obligation or condition of its obligations hereunder with respect to such this Agreement Program and (ba “Material Breach”) the other Party has not cured such breach within that remains uncured [***] in the case of a payment breach, or within days ([***] days if the breach is a failure by Novartis to make any payment required hereunder) after the non-breaching Party first gives written notice of such breach to the other Party describing such Material Breach in the case of all other breaches, after notice requesting cure of the breachreasonable detail; provided, however, that if any the nature of the asserted breach (other than a payment breach for non-payment) is not reasonably curable within such that more than [***] and if a Party is making a bona fide effort days are reasonably required to cure, then the cure such breach, such termination period shall be delayed extended for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such ] days so long as the Party a reasonable period of time seeking to cure the asserted breach is diligently pursuing such breachcure to completion. Notwithstanding Anything contained in this Agreement to the foregoingcontrary notwithstanding and subject to the proviso of this sentence, in if the event allegedly breaching Party (i) disputes either (A) whether a Material Breach has occurred or (B) whether the Material Beach has been timely cured, and (ii) provides written notice of that Dispute to the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH other Party within Portions of the exhibit, indicated by the xxxx “[***]”,” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933the above time periods, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program then the matter will be addressed under the dispute resolution provisions of Section 11.12 hereof, and Genzyme disputes whether it has breached such obligation or whether such the Party asserting the breach gives Voyager the right to may not terminate this Agreement with respect until it has been determined under Section 11.12 hereof that the allegedly breaching Party is in Material Breach of this Agreement, and such breaching Party further fails to cure such Licensed Program and initiates a legal action to resolve such dispute breach within the foregoing [***] days (or such longer or shorter period as determined by the arbiter of such dispute resolution) after the conclusion of the dispute resolution procedure; provided, however, that the foregoing shall not apply to any breach for non-payment of any payments required hereunder. Anything contained in this Agreement to the contrary notwithstanding, if the asserted Material Breach is cured or shown to be non-existent within the applicable cure period, then this Agreement the first notice of breach hereunder shall not terminate with respect to such Licensed Program during the pendency be deemed automatically withdrawn and of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableno effect.

Termination for Breach. This Agreement may be terminated Failure by a Party to comply with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) the other Party is in material breach of its material obligations hereunder with respect contained herein will entitle the Party not in default to such Agreement Program and (b) give to the other defaulting Party has not cured such breach within [***] in notice specifying the case nature of a payment the material breach, requiring the defaulting Party to make good or within [***] in otherwise cure such material breach, providing specific actions that the case defaulting Party could take to cure such material breach, and stating its intention to invoke the provisions of all other breaches, after notice requesting cure of the breach; provided, however, that this Section 15.2 if any breach other than a payment such material breach is not reasonably curable cured. If such material breach is not cured within [***] and ninety (90) days after the receipt of such notice (or, if a such material breach cannot be cured within such 90-day period, if the defaulting Party is making a bona fide effort does not commence actions to cure such breachmaterial breach within such period and thereafter diligently continue such actions), such termination shall the Party not in default will be delayed for a time period entitled, without limiting any of its other rights conferred on it by this Agreement (except as expressly set forth herein), to be agreed terminate this Agreement by both Parties, not providing written notice to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breachthe breaching Party. Notwithstanding anything to the foregoingcontrary herein, in the event that of IntelGenx’ material breach of this Agreement, and without derogating from any of Edgemont’s other rights at law, Edgemont shall, subject to the breach relates to Genzymefulfillment of Edgemont’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933obligations under Section 7, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager have the right to terminate this Agreement continue all activities under the License granted herein and to continue utilizing the Patents, Product Trademarks, and the Licensed Know-How for the exploitation of the License, with respect the right to such Licensed Program and initiates set-off, from any sums due to IntelGenx hereunder, amounts equivalent to any damage caused to Edgemont as a legal action result of IntelGenx’ breach hereunder. Notwithstanding anything to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is foundcontrary herein, in an unappealable decision the event of termination of the Agreement by IntelGenx as a court result of competent jurisdiction or an appealable decision Edgemont’s material breach of this Agreement, and without derogating from any of IntelGenx’ other rights at law, IntelGenx shall have the right to continue any and/or all activities contemplated in under and/or by this Agreement, terminate all rights granted to Edgemont, continue utilizing the Patents, Product Trademarks and the KnowHow for the exploitation of the Products, with the right to set-off, from any sums due to Edgemont hereunder, amounts equivalent to any damage caused to IntelGenx’ as a court result of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableEdgemont’s breach hereunder.

Termination for Breach. This Except as expressly provided elsewhere in this ---------------------- Agreement, either Party may terminate this Agreement at any time in the event of a material breach of the Agreement by the other Party which remains uncured after thirty (30) days written notice thereof to the other Party (or such shorter period as may be terminated specified elsewhere in this Agreement); provided that AOL will not be required to provide notice to SmartAge in connection with SmartAge's failure to make any payment to AOL required hereunder, and the cure period with respect to any particular Agreement Program at scheduled payment will be thirty (30) days from the date for such payment provided for herein (and regardless of whether SmartAge cures a breach for failure to make a scheduled payment within the thirty (30) day cure period, any time during the Term upon written notice by either Party if (a) the other Party is in subsequent failure to make a scheduled payment shall automatically and immediately constitute a material breach of its obligations hereunder with respect to such this Agreement Program and if not paid within five (b5) the other Party has not cured such breach within [***] in the case of a payment breach, or within [***] in the case of all other breaches, after notice requesting cure days of the breach; provideddate due, however, that if any breach other than and AOL shall not be required to provide SmartAge with a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort period in which to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach). Notwithstanding the foregoing, in the event of a material breach of a provision that the breach relates expressly requires action to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933be completed within an express period shorter than 30 days, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to either Party may terminate this Agreement with respect if the breach remains uncured after written notice thereof to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then other Party. In the event that SmartAge terminates this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal actionfor AOL's material breach as contemplated hereby, provided that if and AOL either (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction does not dispute that it has not been appealed in the time allowed for an appeal in committed such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Productmaterial breach, or (ii) Genzyme admits is adjudged to have committed such material breach by a final, non-appealable (i.e., not subject to judicial or administrative reconsideration or review) determination of a competent court of law (or by the arbitration panel described in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admissionSection 7 hereof, as applicable), then AOL shall *** to *** a *** of the *** pursuant to *** (not including the *** described in ***, which for purposes of this section shall be *** to *** at ***), based on the *** of ***, to the extent that AOL has *** such *** from SmartAge and such *** remain *** as of the *** of SmartAge's *** (i.e., a *** of the *** has not been *** as of the ***).

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either A Party if (a“Non-Breaching Party”) the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, or within [***] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager have the right to terminate this Agreement in its entirety or on a country-by-country or Product-by-Product basis in the event the other Party (“Breaching Party”) is in breach of any of its material obligations under this Agreement. The Non-Breaching Party shall provide written notice to the Breaching Party, which notice shall identify the breach and, if applicable, the affected countries in which, and the affected Products with respect to such Licensed Program and initiates which, the Non-Breaching Party intends to have this Agreement terminate. The Breaching Party shall have a legal action to resolve such dispute within the foregoing period of […***…] after such written notice is provided (“Peremptory Notice Period”) to cure periodsuch breach. If the Breaching Party has a dispute as to whether such breach occurred or has been cured, then it will so notify the Non-Breaching Party, and the expiration of the Peremptory Notice Period shall be tolled until the Parties agree or the arbitrators have determined in accordance with Section 19.3 that this Agreement shall not terminate with respect to such Licensed Program was materially breached. It is understood and acknowledged that, during the pendency of such legal actiona dispute, provided that if (i) Genzyme is found, in an unappealable decision by a court all of competent jurisdiction or an appealable decision the terms and conditions of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect shall remain in effect, and the Parties shall continue to its obligation perform all of their respective obligations under this Agreement Agreement. Upon such agreement or determination of material breach or failure to use Commercially Reasonable Efforts in Developing or Commercializing cure, the Breaching Party may have the remainder of the Peremptory Notice Period to cure such Licensed Productbreach. If such breach is not cured within the Peremptory Notice Period, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Productthen, then absent withdrawal of the Non-Breaching Party’s request for termination, this Agreement shall terminate immediately in accordance with respect the written notice provided by the Non-Breaching Party and such termination shall be effective as of the expiration of the Peremptory Notice Period. For clarity, (a) Roche may terminate this Agreement under this Section 17.2.2 if there is a material diminution in the Quality Standards, except as permitted under Section 2.3, or if FMI is unwilling or unable to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicable.fulfill its obligations under - 42 - ***Confidential Treatment Requested***

Termination for Breach. This Either Party may terminate this Agreement may be terminated with respect by notice to any particular Agreement Program the other Party at any time during the Term upon written notice by either Party term of this Agreement if (a) the other Party is in material breach of its any material obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, or within [***] in the case of all other breaches, days after notice requesting cure of the breachbreach or such longer period of time as is required to cure such breach as long as the breaching Party is proceeding in good faith to cure; provided, however, that if in any breach other than case when a payment breach is not reasonably curable within alleged regarding the payment of money hereunder, the time period will be [***] days and if undisputed amounts must be paid prior to CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. §§ 200.80(b)4, AND 240.24b-2 such time to avoid breach. Upon material breach by a Party is making a bona fide effort of its obligations hereunder, if the non-breaching Party decides not to cure such breachterminate this Agreement, such termination shall be delayed Party will have the right to [***] any [***] it may incur as a result of curing such breach [***] the amounts [***] to the [***] for a time period to be agreed by both Parties, not to exceed an additional the performance of [***]. Further, to the extent that a Party prevails in order a lawsuit brought against the other Party for material breach of this Agreement, such prevailing Party will be entitled to permit collect from the other Party reasonable attorneys’ fees and legal costs incurred in connection with such law suit. If the non-breaching Party a reasonable period terminates this Agreement under Section 11.2 following material breach by the breaching Party, the breaching Party will return to the non-breaching Party all of time to cure such breach. Notwithstanding the foregoingnon-breaching Party’s Confidential Information and all materials received from the non-breaching Party during the Agreement, and the breaching Party will cease all use of the non-breaching Party’s Confidential Information and materials received from the non-breaching Party for any purpose except as provided in the event Sections 11.6, and except that the breach relates breaching Party may (1) keep a copy of all documents for record keeping purposes only and (2) keep and use any Confidential Information and materials received from the non-breaching Party that are necessary for the breaching Party to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. exercise those of its rights and fulfill those of its obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager that survive the right to terminate termination of this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableAgreement.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by If either Party if (a) the other Party is in material breach of its obligations hereunder with respect to such the obligations, covenants and representations contained in this Agreement Program and (b) the other Party has (the “Non-Defaulting Party”) shall be entitled to give to the Party in default (the “Defaulting Party”) written notice specifying the nature of the default and requiring it to cure such default. If such default is not cured such breach within [***] (a) in the case of a failure to make any undisputed payment breach(other than with respect to any refund contemplated by Section 15.9, which shall be made immediately upon the occurrence of any such termination) or credit due pursuant to this Agreement, within thirty (30) days after receipt of such notice, or within [***] (b) in the case of all any other breachesdefault, within ninety (90) days after the receipt of such notice requesting cure of the breach; provided(or, however, that if any breach other than a payment such breach is not capable of being cured within such ninety (90) day period, within such amount of time as may be reasonably curable within [***] necessary to cure such breach (but no longer than one-hundred and if a eighty (180) days), so long as the Defaulting Party is making a bona fide effort diligent efforts to cure such breachdo so), such termination the Non-Defaulting Party shall be delayed for a time period entitled, without prejudice to be agreed any other rights conferred on it by both Partiesthis Agreement, not and in addition to exceed an additional [***]any other remedies available to it by law or in equity, in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right immediately to terminate this Agreement by giving written notice to the Defaulting Party. The right of a Party to terminate this Agreement, as herein provided, shall not be affected in any way by its waiver or failure to take action with respect to such Licensed Program any previous default. ** Indicates that certain information contained herein has been omitted and initiates a legal action filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to resolve such dispute within the foregoing [omitted portions. ***] cure period* Indicates that the amount of information omitted was a page or more in length, then this Agreement shall not terminate and such information has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision omitted portions. If either Party disputes the existence of a court material breach, then such dispute shall be resolved under the terms of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached Article 14 before this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing may be terminated for such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicablematerial breach.

Termination for Breach. This Subject to section 4.8, this Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) party in the event of breach by the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case party of a payment breach, material term or within [***] in the case of all other breaches, after notice requesting cure of the breachcondition hereof; provided, however, that if the other party shall first give to the breaching party written notice of the proposed termination of this Agreement (a "Breach Notice"), specifying the grounds therefore. Upon receipt of such Breach Notice, the breaching party shall have such time as necessary, but in any breach other event not more than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort ninety (90) days, to cure such breach, such termination shall be delayed for breach (or thirty (30) days with respect to a time period failure by Molecular Insight Pharmaceuticals to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoingpay any undisputed amounts when due which, in the event that aggregate, exceed US$100,000 but excluding for this purpose all amounts which Molecular Insight Pharmaceuticals' in good faith disputes are due to Nordion which are subject to Section 4.8 herein). If the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether breaching party does not cure such breach gives Voyager within such cure period, the right other party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching party. With respect to the supply of Batches of BMIPP by Nordion pursuant to orders placed pursuant to this Agreement, Nordion's failure to supply Batches in a timely manner and consistent with such orders and the Specifications shall not be considered a material breach by Nordion unless and until Nordion has failed, in any one year period, to fulfill more than four (4) Batch orders consistent with the Specifications, provided (i) the failure to supply is not attributable, in whole or in part, directly or indirectly, to Molecular Insight Pharmaceuticals and (ii) Nordion fails to supply a replacement Batch meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled Batch (a "Supply Breach"). In the event of a Supply Breach, Molecular Insight Pharmaceuticals may terminate this Agreement with respect upon thirty (30) days prior written notice to such Licensed Program and initiates Nordion provided it gives written notice of termination to Nordion within sixty (60) days of the Supply Breach. Any failure by Nordion to manufacture or supply BMIPP due to a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement Force Majeure shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by be a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation material breach under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableAgreement.

Termination for Breach. This Agreement may be terminated with respect Each Party (the “Non-Breaching Party”) shall have the right, without prejudice to any particular other remedies available to it at law or in equity, to terminate this Agreement Program at any time during the Term in its entirety upon written notice by either Party if (a) to the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) if the other Party has materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach, or if such material breach is not cured susceptible to cure within the Cure Period, fails to deliver to the Non-Breaching Party a written plan that is reasonably calculated to resolve such breach material breach, within [***] in from the case date of a payment breach, such notice (or within [***] in from the case date of all other breaches, after such notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event such material breach is solely based on the breaching Party’s failure to pay any undisputed amounts due hereunder) (the “Cure Period”). If the Parties reasonably and in good faith disagree as to whether there has been a material breach, the Party that disputes that there has been a material breach may contest the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”allegation in accordance with Article 15. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933It is understood and acknowledged that, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal actiona Dispute, provided that if (i) Genzyme is foundthe Cure Period shall be extended by the period of time of such pendency, in an unappealable decision by a court all of competent jurisdiction or an appealable decision the terms and conditions of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect shall remain in effect, and the Parties shall continue to its obligation perform all of their respective obligations under this Agreement to use Commercially Reasonable Efforts Agreement. If in Developing or Commercializing connection with such Licensed ProductDispute brought under Article 15, or (ii) Genzyme admits in such legal action or settlement thereof an arbitrator determines that it Allergan has materially breached this Agreement with respect its obligations under Section 5.3 or 7.2 or asserts a patent challenge pursuant to such Licensed ProductSection 14.4 that is not permitted under Section 14.4, then this Agreement shall terminate immediately with respect to and the consequences of Section 14.5 shall apply. In the case of material breach of this Agreement by Allergan other that covered by the foregoing sentence, then the arbitrator may terminate this Agreement if Molecular Partners does not have a reasonable remedy for all damages resulting from such Licensed Program following material breach or the character, frequency, nature and extent of such breach (including the culpability of the Parties’ receipt ) supports termination of such decision this Agreement as an appropriate remedy. Nothing in this Section 14.3 shall limit a Party’s ability to seek remedies available under this Agreement in law or immediately following such admission, as applicableequity.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either A Party if (a“Non-Breaching Party”) the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, or within [***] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager have the right to terminate this Agreement in its entirety or on a country-by-country or Product-by-Product basis in the event the other Party (“Breaching Party”) is in breach of any of its material obligations under this Agreement. The Non-Breaching Party shall provide written notice to the Breaching Party, which notice shall identify the breach and, if applicable, the affected countries in which, and the affected Products with respect to such Licensed Program and initiates which, the Non-Breaching Party intends to have this Agreement terminate. The Breaching Party shall have a legal action to resolve such dispute within the foregoing period of […***…] after such written notice is provided (“Peremptory Notice Period”) to cure periodsuch breach. If the Breaching Party has a dispute as to whether such breach occurred or has been cured, then it will so notify the Non-Breaching Party, and the expiration of the Peremptory Notice Period shall be tolled until the Parties agree or the arbitrators have determined in accordance with Section 19.3 that this Agreement shall not terminate with respect to such Licensed Program was materially breached. It is understood and acknowledged that, during the pendency of such legal actiona dispute, provided that if (i) Genzyme is found, in an unappealable decision by a court all of competent jurisdiction or an appealable decision the terms and conditions of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect shall remain in effect, and the Parties shall continue to its obligation perform all of their respective obligations under this Agreement Agreement. Upon such agreement or determination of material breach or failure to use Commercially Reasonable Efforts in Developing or Commercializing cure, the Breaching Party may have the remainder of the Peremptory Notice Period to cure such Licensed Productbreach. If such breach is not cured within the Peremptory Notice Period, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Productthen, then absent withdrawal of the Non-Breaching Party’s request for termination, this Agreement shall terminate immediately in accordance with respect the written notice provided by the Non-Breaching Party and such termination shall be effective as of the expiration of the Peremptory Notice Period. For clarity, (a) Roche may terminate this Agreement under this Section 17.2.2 if there is a material diminution in the Quality Standards, except as permitted under Section 2.3, or if FMI is unwilling or unable to such Licensed Program following fulfill its obligations under Section 7.5.2, and (b) FMI may terminate this Agreement under this Section 17.2.2 if Roche is unwilling or unable to fulfill its obligations under Section 7.6.1 and FMI may terminate this Agreement on a country-by-country basis in the Parties’ receipt event of a Territory Revision Event. Notwithstanding the foregoing, Roche may terminate this Agreement under this Section 17.2.2 if a Material Average Delivery Time Failure or Material Performance Standards Failure occurs by providing written notice to FMI within […***…] of such decision Material Average Delivery Time Failure or immediately following Material Performance Standards Failure, and no cure period as provided under this Section 17.2.2 shall be applicable for such admission, as applicabletermination.

Termination for Breach. This Either Party may terminate this Agreement may be terminated with respect by notice to any particular Agreement Program the other Party at any time during the Term upon written notice by either Party term of this Agreement if (a) the other Party is in material breach of its any material obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, or within [***] in the case of all other breaches, ninety (90) days after notice requesting cure of the breachbreach or such longer period of time as is required to cure such breach as long as the breaching Party is proceeding in good faith to cure; provided, however, that if in any breach other than case when a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breachalleged regarding the payment of money hereunder, such termination shall be delayed for a the time period will be thirty (30) days and undisputed amounts must be paid prior to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such avoid breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager Lilly shall have the right to terminate this Agreement with respect upon written notice to such Licensed Program and initiates a legal action Isis in the event Isis is in breach of its obligation to resolve such dispute within pay the foregoing [***] cure perioddebt on the Payment Date as required by the Loan Agreement, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that which breach has not been appealed in cured within thirty (30) days of such notice. Upon material breach by a Party of its obligations hereunder, if such Party decides not to terminate this Agreement, such Party shall have the time allowed right to offset any costs it may incur as a result of curing such breach against the amounts payable to the breaching Party for an appeal in the performance of such legal actionobligations. Further, to have materially breached the extent that a Party prevails in a lawsuit brought against the other Party for material breach of this Agreement, such prevailing Party shall be entitled to collect from the other Party reasonable attorneys' fees and legal costs incurred in connection with such law suit. If the non-breaching Party terminates this Agreement with respect under Section 13.4 following material breach by the breaching Party, the breaching Party shall return to the non-Breaching Party all of the non-breaching Party's Confidential Information and all materials received from the non-breaching Party during the Agreement, and the breaching Party shall cease all use of the non-breaching Party's Confidential Information and materials received from the non-breaching Party for any purpose except as provided in Sections 13.6 and 13.7, and except that the breaching Party may (1) keep a copy of all documents for record keeping purposes only and (2) keep and use any Confidential Information and materials received from the non-breaching Party that are necessary for the breaching Party to exercise those of its obligation under rights and fulfill those of its obligations that survive the termination of this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableAgreement.

Termination for Breach. This 11.3.1. ***Confidential Treatment Requested A Party (the “Terminating Party”) may terminate this Agreement may be terminated (a) with respect to any particular Agreement a Program at any time during in the Term upon written notice by either Party if (a) event the other Party is in material breach of its obligations hereunder (the “Breaching Party”) has materially breached this Agreement only with respect to such Agreement Program and or (b) in its entirety in the other Breaching Party has not cured such breach within [***] in the case of a payment breach, or within [***] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach materially breached this Agreement (other than a material breach only with respect to one Program, in which case clause (a) of this Section 11.3.1 shall apply), and, in either case of clause (a) or (b), such material breach has not been cured within sixty (60) days after written notice of such breach is given by the Terminating Party to the Breaching Party (the “Cure Period”). This Section 11.3.1 shall not apply to any alleged material breach of Section 2.1.1(c), 2.2.3(a), 2.3.1, 2.4 or 5.2 by Licensee during the Development Term, which is instead subject to Section 11.2.2. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement with respect to a Program or in its entirety pursuant to this Section 11.3.1 shall become effective at the end of the Cure Period unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period (or, if such breach (other than a breach of payment breach obligations) is not reasonably curable able to be cured within [***] and if a Party is making a bona fide effort to cure such breachthe Cure Period, such termination shall be delayed not become effective until the earlier of the date such breach is cured or one hundred and twenty (120) days after notice of termination is given pursuant to this Section 11.3.1, provided that (i) the Breaching Party notifies the other Party of its plan for a time period curing such breach during the Cure Period, (ii) the Breaching Party commences such plan during the Cure Period and (iii) the Breaching Party uses diligent efforts to be agreed by both Parties, not to exceed an additional [***], in order to permit perform such Party a reasonable period of time to plan and cure such breachbreach as soon as reasonably practicable). Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the The right of either Party to terminate this Agreement with respect to such Licensed a Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then or in its entirety as provided in this Agreement Section 11.3.1 shall not terminate be affected in any way by such Party’s waiver of or failure to take action with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation any previous breach under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableAgreement.

Termination for Breach. This Agreement Either Party may be terminated with respect to any particular Agreement Program at any time during the Term terminate this Agreement, effective upon written notice to the other Party, upon any breach by either Party if (a) the other Party is in of any material breach obligation or condition of its obligations hereunder with respect to such this Agreement Program and (ba “Material Breach”) the other Party has not cured such breach within that remains uncured [***] in the case of a payment breach, or within days ([***] days if the breach is a failure by Lilly to make any payment required hereunder) after the non-breaching Party first gives written notice of such breach to the other Party describing such Material Breach in the case of all other breaches, after notice requesting cure of the breachreasonable detail; provided, however, that if any the nature of the asserted breach (other than a payment breach for non-payment) is not reasonably curable within such that more than [***] and if a Party is making a bona fide effort days are reasonably required to cure, then the cure such breach, such termination period shall be delayed extended for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such ] days so long as the Party a reasonable period of time seeking to cure the asserted breach is diligently pursuing such breachcure to completion. Notwithstanding Anything contained in this Agreement to the foregoingcontrary notwithstanding and subject to the proviso of this sentence, in if the event allegedly breaching Party (i) disputes either (A) whether a Material Breach has occurred or (B) whether the Material Beach has been timely cured, and (ii) provides written notice of that Dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions of Section 11.12, and the Party asserting the breach may not terminate this Agreement until it has been determined under Section 11.12 that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH allegedly breaching Party is in Material Breach of Portions of this Exhibit, indicated by the xxxx “[***]”,” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933REQUESTED this Agreement, AS AMENDED. obligations and such breaching Party further fails to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether cure such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] days (or such longer or shorter period as determined by [***]) after the conclusion of the dispute resolution procedure; provided, however, that the foregoing shall not apply to any breach for non-payment of any payments required hereunder. Anything contained in this Agreement to the contrary notwithstanding, if the asserted Material Breach is cured or shown to be non-existent within the applicable cure period, then this Agreement the first notice of breach hereunder shall not terminate with respect to such Licensed Program during the pendency be deemed automatically withdrawn and of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableno effect.

Termination for Breach. This Either Party may terminate this Agreement may be terminated with respect to any particular Agreement Program at any time during in the Term upon written notice by either Party if (a) event the other Party is in material breach of its obligations hereunder with respect to such Agreement Program materially breaches this Agreement, and (b) the other Party has not cured such breach within shall have continued for [****] in days after notice thereof was provided to the case breaching Party by the non-breaching Party. Any such termination shall become effective at the end of a payment breach, or within such [****] in day period unless the case of all other breaches, after notice requesting cure breaching Party has cured any such breach prior to the expiration of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [****] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breachday period. Notwithstanding the foregoing, in the event that the alleged breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute question is not reasonably capable of cure within the foregoing [****]day period, but is otherwise capable of being cured, the breaching Party may submit a reasonable cure plan prior to the end of such initial [****] day cure period, then this Agreement in which case, the other Party shall not have the right to terminate under this Section 13.3 with respect to such Licensed Program alleged breach * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. for so long as the breaching Party is diligently implementing such cure plan. If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party in accordance with this Section 13.3, and such alleged breaching Party provides the other Party notice of such dispute within such [****] day period, then the non-breaching Party shall not have the right to terminate this Agreement under this Section 13.3 unless and until an arbitrator, in accordance with Article 14, has determined that the alleged breaching Party has materially breached the Agreement and that such Party fails to cure such breach within [****] days following such arbitrator’s decision. It is understood and agreed that during the pendency of such legal actiondispute, provided that if (i) Genzyme is found, in an unappealable decision by a court all of competent jurisdiction or an appealable decision the terms and conditions of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. Notwithstanding anything to the contrary in this Section 13.3, the Parties acknowledge that termination of this Agreement shall be a remedy of last resort and the breaching Party shall have the right to assert in the event of a dispute for resolution under Article 14, that some other remedy besides termination shall be adequate and appropriate in lieu of termination for the breach in question. If the breaching Party raises such Licensed Program following issue for resolution under Article 14, the Parties’ receipt arbitrator shall reasonably consider non-termination remedies and, provided such material breach is confirmed, look first to impose any such non-termination remedies in lieu of allowing termination of this Agreement so long as such decision or immediately following non-termination remedies are adequate, appropriate, and effectively make the non-breaching Party whole in light of all damages incurred including consequential damages (and no termination shall occur pending resolution of any such admissiondispute and in the event such arbitrator finds such non-termination remedies adequate, as applicableappropriate, and effective in making the non-breaching Party whole).

Termination for Breach. This Agreement may be terminated with respect Subject to the terms and conditions of this Section 15.04 (Termination for Breach), including Astellas’ rights set forth in Section 15.07 (Alternative to Termination), a Party (the “Non-Breaching Party”) shall have the right, in addition to any particular other rights and remedies available to such Party at law or in equity, to terminate this Agreement Program at any time during in the Term upon written notice by either Party if (a) event the other Party (the “Breaching Party”) is in material breach of its obligations hereunder under this Agreement. The Non-Breaching Party shall first provide written notice to the Breaching Party, which notice shall identify with particularity the alleged breach (the “Breach Notice”). With respect to material breaches of any payment provision hereunder, the Breaching Party shall have a period of forty-five (45) days after such Breach Notice is provided to cure such breach and with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, or within [***] in the case of all other breaches, the Breaching Party shall have a period of ninety (90) days after such Breach Notice is provided to cure such breach (each such period, the “Notice Period”). If such breach is not cured within the applicable period set forth above, the Non-Breaching Party may, at its election, terminate this Agreement upon written notice requesting cure of to the breachBreaching Party; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] the Notice Period and if a the Breaching Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], Parties in order to permit such the Non-Breaching Party a reasonable period of time to cure such breach. Notwithstanding ; provided, further, that if either Party initiates a dispute resolution procedure under Section 16.01 (Arbitration) to resolve the foregoingdispute for which termination is being sought, in the event that Notice Period will be tolled and the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether termination will become effective only if such breach gives Voyager remains unchanged for ninety (90) days after the right to terminate final resolution of the dispute through such dispute resolution procedure. The waiver by either Party of any breach of any term or condition of this Agreement with respect shall not be deemed a waiver as to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing any subsequent or similar breach. [***] cure periodCertain information in this document has been excluded pursuant to Regulation S-K, then this Agreement shall Item 601(b)(10). Such excluded information is not terminate with respect material and would likely cause competitive harm to such Licensed Program during the pendency of such legal action, provided that registrant if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicablepublicly disclosed.

Termination for Breach. This Agreement may be terminated with respect A Party shall have the right to any particular Agreement Program at any time during terminate the Term upon written notice by either Party if (a) the other Party is in of this Agreement for a material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, or within [***] in the case of all other breaches, after notice requesting cure of the breachthis Agreement; provided, however, that termination cannot occur until ***(***) *** after the giving of notice of intention to terminate to the breaching Party and only if any breach other than a payment the breach is not reasonably curable within [cured during such *** (***] ) *** period. In the event of an uncured breach of a material obligation under this Agreement, the non-breaching Party may terminate the Term of this Agreement and if a each Party is making a bona fide effort shall retain such ownership interest in the Collaboration Technology as it shall hold on the date of the termination, provided, however, that (i) the licenses granted to cure the non-breaching Party under Article 5 shall remain in full force and effect (and the breaching Party shall transfer to the non-breaching Party such breach, such termination Background Technology and Collaboration Technology as shall be delayed necessary to permit the non-breaching Party to continue conduct of the Research Program) but the breaching Party shall forfeit all rights to develop and promote all Collaboration Compounds, Collaboration Lead Compounds and Products, (ii) the breaching Party shall not conduct any further research in the Field for a time period of *** from the effective date of such early termination, (iii) all licenses granted to such breaching Party under this Agreement may be agreed immediately terminated by both Partiesthe non-breaching Party, not to exceed an additional [(iv) any royalties due the breaching Party under this Agreement shall be reduced by *** percent (***]%), in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that and (v) if the breach relates specifically to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933a Collaboration Lead Compound or Product, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect may only be terminated as it relates to such Licensed Program Collaboration Lead Compound or Product and initiates a legal action shall remain in full force and effect as it relates to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableall other Collaboration Lead Compounds and Products.

Termination for Breach. This Agreement Either Party may be terminated with respect to any particular Agreement Program at any time during the Term terminate this Agreement, effective upon written notice to the other Party, upon any material breach by either Party if (a) the other Party is in material breach of its obligations hereunder with respect to such this Agreement Program and (b) the other Party has not cured such breach within that remains uncured [***] in the case of a payment breach, or within days ([***] days if the breach is a failure by the other Party to make any payment required hereunder) after the non-breaching Party first gives written notice of such breach to the other Party describing such material breach in the case of all other breaches, after notice requesting cure of the breachreasonable detail; provided, however, that if any the nature of the asserted breach (other than a payment breach for non-payment) is not reasonably curable within such that more than [***] and if a Party is making a bona fide effort days are reasonably required to cure, then the cure such breach, such termination period shall be delayed extended for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such ] days so long as the Party a reasonable period of time seeking to cure such breach. Notwithstanding the foregoing, in the event that the asserted breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “is [***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933Anything contained in this Agreement to the contrary notwithstanding and subject to the proviso of this sentence, AS AMENDED. obligations if the allegedly breaching Party (a) disputes either (i) whether a material breach has occurred or (ii) whether the material breach has been timely cured, and (b) provides written notice of such dispute to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product the other Party within a Licensed Program the above time periods, then the matter will be addressed under the dispute resolution provisions of Section 14.13, and Genzyme disputes whether it has breached such obligation or whether such the Party asserting the breach gives Voyager the right to may not terminate this Agreement with respect until it has been finally determined under Section 14.13 that the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails to cure such Licensed Program and initiates a legal action to resolve such dispute breach within the foregoing [***] days ([***] days if the breach is a failure by a Party to make any payment required hereunder) after the conclusion of the dispute resolution procedure. Anything contained in this Agreement to the contrary notwithstanding, if the asserted material breach is cured or shown to be non-existent within the applicable cure period, then the first notice of breach hereunder shall be deemed automatically withdrawn and of no effect. For the avoidance of doubt, Jazz’s failure to pay the upfront payment pursuant to Section 6.1 shall be a material breach of this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableAgreement.

Termination for Breach. This Agreement Either Party may be terminated with respect to any particular Agreement Program at any time during the Term terminate this Agreement, effective upon written notice to the other Party, upon any breach by either Party if (a) the other Party of any material obligation or condition of this Agreement (a “Material Breach”) that remains uncured [***] ([***] if the breach is in material a failure by [***] to [***]) after the non-breaching Party first gives written notice of such breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party describing such Material Breach in reasonable detail; provided, however, that if the nature of the asserted breach (other than a breach for non-payment) is such that more than [***] are reasonably required to cure, then the cure period shall be extended for a period not to exceed [***] so long as the Party seeking to cure the asserted breach is diligently pursuing such cure to completion. Anything contained in this Agreement to the contrary notwithstanding and subject to the proviso of this sentence, if the allegedly breaching Party (i) disputes either (A) whether a Material Breach has occurred or (B) whether the Material Beach has been timely cured, and (ii) provides written notice of that Dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions of Section 11.12, and the Party asserting the breach may not cured terminate this Agreement until it has been determined under Section 11.12 that the allegedly breaching Party is in Material Breach of this Agreement, and such breaching Party further fails to cure such breach within [***] in the case of a payment breach, (or within such [***] in period as determined by [***]) after the case of all other breaches, after notice requesting cure conclusion of the breachdispute resolution procedure; provided, however, that if the foregoing shall not apply to any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], . Anything contained in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action the contrary notwithstanding, if the asserted Material Breach is cured or shown to resolve such dispute be non-existent within the foregoing [***] applicable cure period, then this Agreement the first notice of breach hereunder shall not terminate with respect to such Licensed Program during the pendency be deemed automatically withdrawn and of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableno effect.

Termination for Breach. This Agreement Xxxxxxxx may terminate this Agreement, for cause, by written notice to you not less than ten (10) days prior to the effective date of such notice, if any of the following occur: (i) you fail to pay past due invoices within thirty (30) days after notice that invoices are past due; (ii) you violate any material provision of this Agreement, including without limitation, selling Product(s) through an unauthorized channel or selling Product(s) in violation of the Resale Policy in Section 2.3; or (iii) control of Dealer is acquired, directly or indirectly, by a third party, or Dealer is merged with a third party. Upon giving its notice of termination, Xxxxxxxx may alter its terms of sale, including credit terms, and take such other action as may be terminated consistent with respect to any particular Agreement Program the termination of Dealer as an authorized Xxxxxxxx dealer. All unfilled orders pending at any the time during the Term upon written notice by either Party if (a) the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, or within [***] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure date of such breach, such notice of termination shall be delayed for a time period to be agreed by both Partiesdeemed canceled, not to exceed an additional [***], and Xxxxxxxx and Dealer hereby waive all claims against the other in order to permit connection with the cancellation of such Party a reasonable period of time to cure such breachorders. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to If we terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within for any of the foregoing [***] cure periodabove listed reasons in this Section 6.3, then this Agreement we shall have the right, but not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal actionobligation, to have materially breached this Agreement repurchase unsold Products in your possession, at a price equaling eighty percent (80%) of the original purchase price for such items (less discounts, price protection or other credits previously granted) (the “Reduced Rate”).The Reduced Rate will only apply to unopened Products that we deem in our sole discretion to be fit for resale. Within ten (10) days following termination for any of the above reasons, you shall furnish Xxxxxxxx with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or an inventory of unsold Products. Within ten (ii10) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ days after receipt of such decision inventory, we will notify you in writing whether or immediately following not we intend to repurchase all or part of such admission, as applicableinventory at the Reduced Rate. Xxxxxxxx shall pay all transportation and other costs connected with shipping such Products to Xxxxxxxx.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) the other Party (the “Breaching Party”) is in material breach of any of its obligations hereunder with respect to such Agreement Program and (bincluding, without limitation, any payment obligations) as follows: (i) the other terminating Party must send written notice of the material breach to the Breaching Party, (ii) if the breach is of a payment obligation, the termination becomes effective ninety (90) calendar days after the date of such written notice if the Breaching Party has not cured such breach within [***] in the case of a payment breachsuch period, or within [***] in the case of and (iii) for all other breaches, the termination becomes effective ninety (90) calendar days after the date of such written notice requesting cure of if the breachBreaching Party has not cured such breach within such period; provided, however, that if any breach other than a payment the material breach is not capable of being cured within that ninety (90) day period, and the Breaching Party has commenced within that ninety (90) day period activities reasonably curable within [***] expected to cure that material breach and if a thereafter uses diligent efforts to complete the cure as soon as practicable, the Breaching Party is making a bona fide effort shall have up to an additional ninety (90)) days to cure such breach, such termination shall be delayed breach (for a time an aggregate cure period equal to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period one hundred eighty (180) calendar days from the date written notice of time to cure such breachthe material breach was first given). Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE HAVE BEEN OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO IN CONNECTION WITH AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER PURSUANT TO RULE 406 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 19331934, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicable.

Termination for Breach. This Agreement may be terminated with respect Each Party (the “Non-Breaching Party”) shall have the right, without prejudice to any particular other remedies available to it at law or in equity, to terminate this Agreement Program at any time during the Term in its entirety upon written notice by either Party if (a) to the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) if the other Party has materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach, or if such material breach is not cured susceptible to cure within the Cure Period, fails to deliver to the Non-Breaching Party a written plan that is reasonably calculated to resolve such breach material breach, within [***] in days from the case date of a payment breach, such notice (or within [***] days from the date of such notice in the case event such material breach is solely based on the breaching Party’s failure to pay any undisputed amounts due hereunder) (the “Cure Period”). If the Parties reasonably and in good faith disagree as to whether there has been a material breach, the Party that disputes that there has been a material breach may contest the allegation in accordance with Article 14. It is understood and acknowledged that, during the pendency of such a Dispute, the Cure Period shall be extended by the period of time of such pendency, all other breaches, after notice requesting cure of the breachterms and conditions of this Agreement shall remain in effect, and the Parties shall continue to perform all of their respective obligations under this Agreement; providedprovided that for any Dispute over payment, however, that if such tolling of the Cure Period will only apply with respect to payment of the disputed amounts and not with respect to any breach other than a payment breach is not reasonably curable within undisputed amounts. [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s = CERTAIN CONFIDENTIAL PORTIONS OF INFORMATION CONTAINED IN THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT DOCUMENT, MARKED BY BRACKETS, HAS BEEN FILED SEPARATELY WITH OMITTED BECAUSE THE SECRETARY OF THE SECURITIES INFORMATION (I) IS NOT MATERIAL AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (iII) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableWOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Termination for Breach. This Agreement Either Party may be terminated with respect to any particular Agreement Program at any time during the Term terminate this Agreement, effective upon written notice to the other Party, upon any breach by either Party if (a) the other Party is in of any material breach obligation or condition of its obligations hereunder with respect to such this Agreement Program and (ba “Material Breach”) the other Party has not cured such breach within that remains uncured [***] in the case of a payment breach, or within days ([***] days if the breach is a failure by Novartis to make any payment required hereunder) after the non-breaching Party first gives written notice of such breach to the other Party describing such Material Breach in the case of all other breaches, after notice requesting cure of the breachreasonable detail; provided, however, that if any the nature of the asserted breach (other than a payment breach for non-payment) is not reasonably curable within such that more than [***] and if a Party is making a bona fide effort days are reasonably required to cure, then the cure such breach, such termination period shall be delayed extended for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such ] days so long as the Party a reasonable period of time seeking to cure the asserted breach is diligently pursuing such breachcure to completion. Notwithstanding Anything contained in this Agreement to the foregoingcontrary notwithstanding and subject to the proviso of this sentence, in if the event that allegedly breaching Party (i) disputes either (A) whether a Material Breach has occurred or (B) whether the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH Material Beach Portions of this Exhibit, indicated by the xxxx “[***]”,” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933has been timely cured, AS AMENDED. obligations and (ii) provides written notice of that Dispute to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product the other Party within a Licensed Program the above time periods, then the matter will be addressed under the dispute resolution provisions of Section 11.12 hereof, and Genzyme disputes whether it has breached such obligation or whether such the Party asserting the breach gives Voyager the right to may not terminate this Agreement with respect until it has been determined under Section 11.12 hereof that the allegedly breaching Party is in Material Breach of this Agreement, and such breaching Party further fails to cure such Licensed Program and initiates a legal action to resolve such dispute breach within the foregoing [***] days (or such longer or shorter period as determined by the arbiter of such dispute resolution) after the conclusion of the dispute resolution procedure; provided, however, that the foregoing shall not apply to any breach for non-payment of any payments required hereunder. Anything contained in this Agreement to the contrary notwithstanding, if the asserted Material Breach is cured or shown to be non-existent within the applicable cure period, then this Agreement the first notice of breach hereunder shall not terminate with respect to such Licensed Program during the pendency be deemed automatically withdrawn and of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableno effect.

Termination for Breach. This A Party (“Non-Breaching Party”) shall have the right to terminate this Agreement may be terminated with respect to any particular Agreement Program at any time during in its entirety in the Term upon written notice by either Party if (a) event the other Party (“Breaching Party”) is in material breach of its material obligations hereunder with respect under this Agreement. The Non-Breaching Party shall provide written notice to such Agreement Program and (b) the other Breaching Party, which notice shall identify in reasonable detail the nature of the breach. The Breaching ​ Party has not cured such breach within shall have a period of [***] in after such written notice is provided (“Peremptory Notice Period”) to cure such breach. If the case of a payment breach, or within [***] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Breaching Party is making has a bona fide effort dispute as to whether such breach occurred or has been cured, or whether it is a breach of any of its material obligations under this Agreement, it will so notify the Non-Breaching Party, and the expiration of the Peremptory Notice Period shall be tolled until such dispute is resolved pursuant to Section 20.2 (Disputes) and Section 20.3 (Jurisdiction; Consent to Forum). Upon a determination of breach of any of its material obligations under this Agreement or failure to cure such breach, such termination shall be delayed for a time period to be agreed by both Partiesthe Breaching Party will have the remainder of the Peremptory Notice Period, not to exceed an additional [***]if any, in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether If such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute is not cured within the foregoing [***] cure periodPeremptory Notice Period, then this Agreement shall not terminate with respect absent withdrawal of the Non-Breaching Party’s request for termination and, if such termination right is for a material breach by Xxxxxxx subject to such Licensed Program during the pendency GNE’s right under Section 18.5 (GNE Rights in Lieu of such legal actionTermination For Material Breach by Xxxxxxx), provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately in its entirety effective as of the expiration of the Peremptory Notice Period. ​ Any failure to comply by GNE with respect to such Licensed Program following the Parties’ receipt GNE’s reporting obligations under Section 4.5.1 (Records; Reports) or Section 4.5.2 (Content of such decision or immediately following such admissionReports), as applicable.described in Section 4.5.3 (Inability to Report Specified Details Not a Material Breach), shall not be considered a material breach by GNE for purposes of giving a right to Kiniksa to terminate this Agreement, in whole or in part, under this Section 18.2.1 (Termination for Breach). ​

Termination for Breach. This Either Party may terminate this Agreement may be terminated with respect by notice to any particular Agreement Program the other Party at any time during the Term upon written notice by either Party term of this Agreement if (a) the other Party is in material breach of its any material obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, or within [***] in the case of all other breaches, ninety (90) days after notice requesting cure of the breachbreach or such longer period of time as is required to cure such breach as long as the breaching Party is proceeding in good faith to cure; provided, however, that if in any breach other than case when a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breachalleged regarding the payment of money hereunder, such termination shall be delayed for a the time period will be thirty (30) days and undisputed amounts must be paid prior to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such avoid breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager Lilly shall have the right to terminate this Agreement with respect upon written notice to such Licensed Program and initiates a legal action Isis in the event Isis is in breach of its obligation to resolve such dispute within pay the foregoing [***] cure perioddebt on the Payment Date as required by the Loan Agreement, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that which breach has not been appealed in cured within thirty (30) days of such notice. Upon material breach by a Party of its obligations hereunder, if such Party decides not to terminate this Agreement, such Party shall have the time allowed right to offset any costs it may incur as a result of curing such breach against the amounts payable to the breaching Party for an appeal in the performance of such legal actionobligations. Further, to have materially breached the extent that a Party prevails in a lawsuit brought against the other Party for material breach of this Agreement, such prevailing Party shall be entitled to collect from the other Party reasonable attorneys’ fees and legal costs incurred in connection with such law suit. If the non-breaching Party terminates this Agreement with respect under Section 13.4 following material breach by the breaching Party, the breaching Party shall return to the non-Breaching Party all of the non-breaching Party’s Confidential Information and all materials received from the non-breaching Party during the Agreement, and the breaching Party shall cease all use of the non-breaching Party’s Confidential Information and materials received from the non-breaching Party for any purpose except as provided in Sections 13.6 and 13.7, and except that the breaching Party may (1) keep a copy of all documents for record keeping purposes only and (2) keep and use any Confidential Information and materials received from the non-breaching Party that are necessary for the breaching Party to exercise those of its obligation under rights and fulfill those of its obligations that survive the termination of this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableAgreement.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either A Party if (a“Non-Breaching Party”) the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, or within [***] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager have the right to terminate this Agreement in its entirety or on a country-by-country or Product-by-Product basis in the event the other Party (“Breaching Party”) is in breach of any of its material obligations under this Agreement. The Non-Breaching Party shall provide written notice to the Breaching Party, which notice shall identify the breach and, if applicable, the affected countries in which, and the affected Products with respect to such Licensed Program and initiates which, the Non-Breaching Party intends to have this Agreement terminate. The Breaching Party shall have a legal action to resolve such dispute within the foregoing period of […***…] after such written notice is provided (“Peremptory Notice Period”) to cure periodsuch breach. If the Breaching Party has a dispute as to whether such breach occurred or has been cured, then it will so notify the Non-Breaching Party, and the expiration of the Peremptory Notice Period shall be tolled until the Parties agree or the arbitrators have determined in accordance with Section 19.3 that this Agreement shall not terminate with respect to such Licensed Program was materially breached. It is understood and acknowledged that, during the pendency of such legal actiona dispute, provided that if (i) Genzyme is found, in an unappealable decision by a court all of competent jurisdiction or an appealable decision the terms and conditions of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect shall remain in effect, and the Parties shall continue to its obligation perform all of their respective obligations under this Agreement Agreement. Upon such agreement or determination of material breach or failure to use Commercially Reasonable Efforts in Developing or Commercializing cure, the Breaching Party may have the remainder of the Peremptory Notice Period to cure such Licensed Productbreach. If such breach is not cured within the Peremptory Notice Period, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Productthen, then absent withdrawal of the Non-Breaching Party’s request for termination, this Agreement shall terminate immediately in accordance with respect the written notice provided by the Non-Breaching Party and such termination shall be effective as of the expiration of the Peremptory Notice Period. For clarity, (a) Roche may terminate this Agreement under this Section 17.2.2 if there is a material diminution in the Quality Standards, except as permitted under Section 2.3, or if FMI is unwilling or unable to such Licensed Program following fulfill its obligations under - 42 - ***Confidential Treatment Requested*** Section 7.5.2, and (b) FMI may terminate this Agreement under this Section 17.2.2 if Roche is unwilling or unable to fulfill its obligations under Section 7.6.1 and FMI may terminate this Agreement on a country-by-country basis in the Parties’ receipt event of a Territory Revision Event. Notwithstanding the foregoing, Roche may terminate this Agreement under this Section 17.2.2 if a Material Average Delivery Time Failure or Material Performance Standards Failure occurs by providing written notice to FMI within […***…] of such decision Material Average Delivery Time Failure or immediately following Material Performance Standards Failure, and no cure period as provided under this Section 17.2.2 shall be applicable for such admission, as applicabletermination.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during In the Term upon written notice by either Party if (a) the other Party is in event of a material breach of its obligations hereunder with respect this Agreement, the non-breaching Party shall (i) have the right to such Agreement Program seek damages and equitable relief for injunction or specific performance and (bii) in the other case the breach is by Amgen, CK shall have the right to terminate this Agreement for uncured material breach or in the case the breach is by CK, Amgen shall have the right to modify certain rights as set forth in Section 18.8, in either case only as set forth below in this Section 18.5. In the event of a material breach of this Agreement, the non-breaching Party has not cured such shall have the right to give written notice (the “Breach Notice”) to the breaching Party, specifying the breach within in reasonable detail. The breaching Party shall have [***] in the case of a payment breach, or within ([***]) [***] in after the case of all other breachesBreach Notice to cure any such breach, after notice requesting cure of the breach; provided, however, provided that if any breach other than such Party provides the non-breaching Party within such [***] ([***]) [***] period written notice setting forth a payment breach plan for cure and it is not reasonably curable within [***] and if a Party is making a bona fide effort [***] to cure such breach, such termination the breaching Party shall be delayed for a time period to be agreed by both Parties, not to exceed an additional have [***] ([***], in order to permit such Party a reasonable period of time ) [***] from the Breach Notice to cure such breach. Notwithstanding If at the foregoingend of the foregoing period, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933remains uncured, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such then (A) for uncured breach gives Voyager by Amgen, CK shall only have the right to terminate this Agreement with respect if both: (y) the legal and equitable remedies available to such Licensed Program CK other than termination of this Agreement are inadequate to compensate CK (“No Adequate Remedies”); and initiates a legal action to resolve such dispute within the foregoing (z) [***] cure period, then pursuant to Section [***] that the remedies available to CK other than termination of this Agreement would be inadequate to compensate CK, (B) for uncured breach by CK, Amgen shall not terminate have the right to modify certain provisions of the Agreement as set forth in Section 18.8, but if, prior to the Amgen Option Effective Date, [***] Amgen shall have such right to modify such rights as set forth in Section 18.8 only if [***] pursuant to Section [***] that the remedies available to Amgen other than modification of this Agreement pursuant to Section 18.8 would be inadequate to compensate Amgen or (C) following the Amgen Option Effective Date, for uncured breach by CK, Amgen shall have the right to modify certain provisions of the Agreement as set forth in Section 18.8. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableomitted portions.

Termination for Breach. This Agreement Either Party may be terminated with respect to any particular Agreement Program at any time during the Term terminate this Agreement, effective upon written notice to the other Party, upon any breach by either Party if (a) the other Party is in of any material breach obligation or condition of its obligations hereunder with respect to such this Agreement Program and (ba “Material Breach”) the other Party has not cured such breach within that remains uncured [***] in the case of a payment breach, or within days ([***] days if the breach is a failure by Lilly to make any payment required hereunder) after the non-breaching Party first gives written notice of such breach to the other Party describing such Material Breach in the case of all other breaches, after notice requesting cure of the breachreasonable detail; provided, however, that if any the nature of the asserted breach (other than a payment breach for non-payment) is not reasonably curable within such that more than [***] and if a Party is making a bona fide effort days are reasonably required to cure, then the cure such breach, such termination period shall be delayed extended for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such ] days so long as the Party a reasonable period of time seeking to cure such breach. Notwithstanding the foregoingasserted breach is diligently Portions of this Exhibit, in indicated by the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH xxxx “[***]”,” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933pursuing such cure to completion. Anything contained in this Agreement to the contrary notwithstanding and subject to the proviso of this sentence, AS AMENDED. obligations if the allegedly breaching Party (i) disputes either (A) whether a Material Breach has occurred or (B) whether the Material Beach has been timely cured, and (ii) provides written notice of that Dispute to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product the other Party within a Licensed Program the above time periods, then the matter will be addressed under the dispute resolution provisions of Section 11.12, and Genzyme disputes whether it has breached such obligation or whether such the Party asserting the breach gives Voyager the right to may not terminate this Agreement with respect until it has been determined under Section 11.12 that the allegedly breaching Party is in Material Breach of this Agreement, and such breaching Party further fails to cure such Licensed Program and initiates a legal action to resolve such dispute breach within the foregoing [***] days (or such longer or shorter period as determined by [***]) after the conclusion of the dispute resolution procedure; provided, however, that the foregoing shall not apply to any breach for non-payment of any payments required hereunder. Anything contained in this Agreement to the contrary notwithstanding, if the asserted Material Breach is cured or shown to be non-existent within the applicable cure period, then this Agreement the first notice of breach hereunder shall not terminate with respect to such Licensed Program during the pendency be deemed automatically withdrawn and of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableno effect.

Termination for Breach. This Agreement Either Party may be terminated with respect to any particular Agreement Program at any time during the Term terminate this Agreement, effective upon written notice to the other Party, upon any breach by either Party if (a) the other Party is in of any material breach obligation or condition of its obligations hereunder with respect to such this Agreement Program and (ba “Material Breach”) the other Party has not cured such breach within that remains uncured [***] in the case of a payment breach, or within days ([***] days if the breach is a failure by Lilly to make any payment required hereunder) after the non-breaching Party first gives written notice of such breach to the other Party describing such Material Breach in the case of all other breaches, after notice requesting cure of the breachreasonable detail; provided, however, that if any the nature of the asserted breach (other than a payment breach for non-payment) is not reasonably curable within such that more than [***] and if a Party is making a bona fide effort days are reasonably required to cure, then the cure such breach, such termination period shall be delayed extended for a time period to be agreed by both Parties, not to exceed an additional [***]] days so long as the Party seeking to cure the asserted breach is diligently pursuing such cure to completion. Anything contained in this Agreement to the contrary notwithstanding and subject to the proviso of this sentence, if the allegedly breaching Party (i) disputes either (A) whether a Material Breach has occurred or (B) whether the Material Beach has been timely cured, and (ii) provides written notice of that Dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions of Section 11.12, and the Party asserting the breach may not terminate this Agreement until it has been determined under Section 11.12 that the allegedly breaching Party is in order to permit Material Breach of this Agreement, and such breaching Party a reasonable period of time further fails to cure such breach. Notwithstanding breach within [***] days (or such longer or shorter period as determined by [***]) after the foregoingconclusion of the dispute resolution procedure; provided, in the event however, that the foregoing shall not apply to any breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH for Portions of this Exhibit, indicated by the xxxx “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations ,” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right Registrant’s application requesting confidential treatment pursuant to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within Rule 24b-2 of the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency Securities Exchange Act of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission1934, as applicableamended.

Termination for Breach. This If either Party materially breaches this Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) the other Party is in material breach of its obligations hereunder with respect to and such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, or within [***] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable cured within [***] sixty (60) days of written notice thereof from the non-breaching Party (or if such breach is not susceptible of cure within such period, and if a the breaching Party is making a bona fide effort diligent good faith efforts to cure such breach, such termination shall then the cure period will be delayed extended for a time period to be agreed by both Parties, not to exceed an additional [***]sixty (60) days), in order to permit such the non-breaching Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager shall have the right to terminate this Agreement Agreement. Subject to payment by XOMA of a royalty on Royalty-Bearing Sales in the Co-Promotion Territory of [*] percent ([*]%) payable quarterly in the event of termination by XOMA pursuant to this Section 16.4, and payment by Genentech of a royalty of [*] percent ([*]%) payable quarterly on worldwide Royalty-Bearing Sales in the event of termination by Genentech under this Section 16.4, the Parties shall have the licenses set forth in Section 16.5. Pursuant to this Section 16.4, in the event of breach by Genentech, XOMA shall pay any Third Party royalties owed on account of manufacture, use or sale of Licensed Product; and in the event of breach by XOMA, Genentech shall pay any Third Party royalties owed on account of manufacture, use or sale of Licensed Product. No royalty offset shall be available to the non-breaching Party pursuant to this section. The Parties acknowledge and agree that failure to exercise any right or option with respect to such any Licensed Program and initiates a legal Product or to take any action to resolve such dispute expressly within the foregoing [***] cure period, then this Agreement discretion of a Party shall not terminate with respect be deemed to such Licensed Program during be material breach hereunder. Further, upon the pendency effective date of such legal actiontermination, provided that if (i) Genzyme is foundthe non-breaching Party shall at its option, in an unappealable decision by have transferred or automatically be granted a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement right to use Commercially Reasonable Efforts in Developing all INDs and Drug Approval Applications made by or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following on behalf of the Parties’ receipt of such decision or immediately following such admissionParties and, as applicablesoon as reasonably practicable, the breaching Party shall provide the non-breaching Party with all data it may have from any ongoing clinical study.

Termination for Breach. This Agreement may be terminated with respect Subject to the terms and conditions of this Section 14.02 (Termination for Breach), a Party (the “Non-Breaching Party”) shall have the right, in addition to any particular other rights and remedies, to terminate this Agreement Program at any time during in the Term upon written notice by either Party if (a) event the other Party (the “Breaching Party”) is in material breach of its obligations hereunder under this Agreement. The Non-Breaching Party shall first provide written notice to the Breaching Party, which notice shall identify with particularity the alleged breach. With respect to such Agreement Program and (b) material breaches of any payment provision hereunder, the other Breaching Party has not cured such breach within shall have a period of [***] in days after such written notice is provided to cure such breach. With respect to all other breaches, the case Breaching Party shall have a period of a payment breach, or within [***] in the case of all other breaches, days after such written notice requesting is provided to cure of the such breach; provided, however, that if any breach other than a payment . If such breach is not reasonably curable cured within the applicable period set forth above, the Non-Breaching Party shall have a period of [***] days to (i) enter into good faith discussions with the Breaching Party regarding potential alternatives to termination, and/or (ii) terminate this Agreement upon written notice to the Breaching Party, unless the Breaching Party has commenced a cure and if a Party is making a bona fide effort diligently pursuing such cure at the end of such period, pursuant to an acceptable plan for such cure such breachapproved by the other Party, such termination shall be delayed for a time period approval not to be agreed by both Partiesunreasonably withheld, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breachconditioned or delayed. Notwithstanding the foregoing, in if a Party gives to the event other Party a notice pursuant to this Section 14.02 (Termination for Breach) of a material breach by such other Party, and such other Party provides notice during the applicable cure period set forth above that such other Party disputes the breach relates basis for termination pursuant to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure periodSection 14.02 (Termination for Breach), then this Agreement shall not terminate with respect unless and until an arbitrator issues a final award pursuant to Section 15.02 (Arbitration) upholding such Licensed Program during basis for termination provided that the pendency resolution of such legal action, provided that if (i) Genzyme dispute is found, in an unappealable decision promptly commenced and diligently pursued by a court the non-terminating Party. The waiver by either Party of competent jurisdiction any breach of any term or an appealable decision condition of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect not be deemed a waiver as to such Licensed Program following the Parties’ receipt of such decision any subsequent or immediately following such admission, as applicablesimilar breach.

Termination for Breach. This Agreement Either Party may be terminated with respect to any particular Agreement Program at any time during the Term terminate this Agreement, effective upon written notice to the other Party, upon any breach by either Party if (a) the other Party is in of any material breach obligation or condition of its obligations hereunder with respect to such this Agreement Program and (ba “Material Breach”) the other Party has not cured such breach within that remains uncured [***] in the case of a payment breach, or within days ([***] days if the breach is a failure by Lilly to make any payment required hereunder) after the non-breaching Party first gives written notice of such breach to the other Party describing such Material Breach in the case of all other breaches, after notice requesting cure of the breachreasonable detail; provided, however, that if any the nature of the asserted breach (other than a payment breach for non-payment) is not reasonably curable within such that more than [***] and if a Party is making a bona fide effort days are reasonably required to cure, then the cure such breach, such termination period shall be delayed extended for a time period to be agreed by both Parties, not to exceed an additional [***]] days so long as the Party seeking to cure the asserted breach is diligently pursuing such cure to completion. Anything contained in this Agreement to the contrary notwithstanding and subject to the proviso of this sentence, if the allegedly breaching Party (i) disputes either (A) whether a Material Breach has occurred or (B) whether the Material Beach has been timely cured, and (ii) provides written notice of that Dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions of Section 11.12, and the Party asserting the breach may not terminate this Agreement until it has been determined under Section 11.12 that the allegedly breaching Party is in order to permit Material Breach of this Agreement, and such breaching Party a reasonable period of time further fails to cure such breach. Notwithstanding breach within [***] days (or such longer or shorter period as determined by [***]) after the foregoingconclusion of the dispute resolution procedure; provided, in the event however, that the foregoing shall not apply to any breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH for Portions of this Exhibit, indicated by the xxxx “[***]”,” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDnon-payment of any payments required hereunder. obligations to use Commercially Reasonable Efforts Anything contained in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action the contrary notwithstanding, if the asserted Material Breach is cured or shown to resolve such dispute be non-existent within the foregoing [***] applicable cure period, then this Agreement the first notice of breach hereunder shall not terminate with respect to such Licensed Program during the pendency be deemed automatically withdrawn and of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableno effect.

Termination for Breach. This Agreement may be terminated with respect Subject to the terms and conditions of this Section 15.2 (Termination for Breach), a Party (the “Non-Breaching Party”) shall have the right, in addition to any particular other rights and remedies, to terminate this Agreement Program at any time during in its entirety in the Term upon written notice by either Party if (a) event the other Party (the “Breaching Party”) is in material breach of its obligations hereunder under this Agreement. The Non-Breaching Party shall first provide written notice to the Breaching Party, which notice shall identify with particularity the alleged breach and state the Non-Breaching Party’s intent to terminate this Agreement if such breach is not cured. With respect to such Agreement Program and (b) material breaches of any payment provision hereunder, the other Breaching Party has not cured such breach within shall have a period of [***] in after such written notice is provided to cure such breach. With respect to all other breaches, the case Breaching Party shall have a period of a payment breach, or within [***] in the case of all other breaches, after such written notice requesting is provided to cure of the such breach; provided, however, that if any breach other than a payment such breach is not reasonably curable within [***] and if a the Breaching Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], the Parties in order to permit such the Breaching Party a reasonable period of time to cure such breachbreach (but in no event will such time period be more than [***]). Notwithstanding the foregoing, in if a Party gives to the event other Party a notice pursuant to this Section 15.2 (Termination for Breach) of a material breach by such other Party, and such other Party provides notice during the applicable cure period set forth above that such other Party disputes the breach relates basis for termination pursuant to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure periodSection 15.2 (Termination for Breach), then this Agreement shall not terminate unless and until an arbitrator issues a final award pursuant to Section 16.2 (Arbitration) upholding such basis for termination. [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with respect to such Licensed Program during the pendency Commission. The waiver by either Party of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court any breach of competent jurisdiction any term or an appealable decision condition of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect not be deemed a waiver as to such Licensed Program following the Parties’ receipt of such decision any subsequent or immediately following such admission, as applicablesimilar breach.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) for the material breach by the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) under this Agreement; provided that the other breaching Party has not cured such breach within [***] after the date of written notice to the 90 breaching Party of such breach (the “Cure Period”), which notice will describe such breach in reasonable detail and will state the case of a payment breach, or within [***] in the case of all other breaches, after notice requesting cure of the breachnon-breaching Party’s intention to terminate this Agreement pursuant to this Section 16.3; provided, however, that if any breach other than a payment such breach is not capable of being cured within such Cure Period, the Cure Period shall be extended for such amount of time that the Parties agree to in writing is reasonably curable within [***] and if a Party is making a bona fide effort necessary to cure such breach, such termination shall so long as the breaching Party is using diligent efforts to do so; provided further than in all cases in which the breach is a failure to pay any amount due hereunder, the Cure Period will be delayed for a time period to be agreed by both Parties, not to exceed an additional limited [***]. Any such termination of this Agreement under this Section 16.3 will become effective at the end of the Cure Period, in order unless the breaching Party has cured such material breach prior to permit the expiration of such Party Cure Period. Any Dispute as to whether a reasonable period notice of time termination pursuant to cure such breach. Notwithstanding the foregoingthis Section 16.3 is proper, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether a breach has occurred, is material or has been cured, shall be resolved under Section 18.9. In such event, if the allegedly breaching Party is found to be in material breach, the remaining Cure Period (meaning, any portion of the Cure Period that did not elapse between the notice of breach gives Voyager and the notification of a Dispute with respect thereto) will be counted from the date of resolution of such Dispute. If Relay has the right to terminate this Agreement with respect due to a material breach by Licensee, and if such Licensed Program and initiates breach relates solely to a legal action given Lead Candidate or Lead Product or solely to resolve such dispute within the foregoing [***] cure perioda Back-Up Compound or Back-Up Product, then this Agreement shall not Relay may only terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to all Lead Candidates and Lead Products or all Back-Up Compounds and Back-Up Products, respectively. In the event a Sublicensee or Third Party Subcontractor of a Party breaches its obligation under this Agreement to use Commercially Reasonable Efforts in Developing sublicense agreement or Commercializing subcontractor agreement with such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admissionParty, as applicable, such that the sublicensing or subcontracting Party would be in breach of this Agreement, and such Sublicensee or Third Party Subcontractor is unable or unwilling to cure such breach, then without limiting any other right of the non-breaching Party to pursue any and all remedies against the sublicensing or subcontracting Party or its Sublicensee or Third Party Subcontractor, the non-breaching Party may not exercise its right to terminate this Agreement pursuant to this Section 16.3 if the sublicensing or subcontracting Party terminates the applicable sublicense agreement or subcontracting agreement with the breaching Sublicensee or Third Party Subcontractor.

Termination for Breach. This Agreement may be terminated with respect Subject to the terms and conditions of this Section 14.02 (Termination for Breach), a Party (the “Non-Breaching Party”) shall have the right, in addition to any particular other rights and remedies, to terminate this Agreement Program at any time during in the Term upon written notice by either Party if (a) event the other Party (the “Breaching Party”) is in material breach of its obligations hereunder under this Agreement. The Non-Breaching Party shall first provide written notice to the Breaching Party, which notice shall identify with particularity the alleged breach. With respect to such Agreement Program and (b) material breaches of any payment provision hereunder, the other Breaching Party has not cured such breach within shall have a period of [***] in days after such written notice is provided to cure such breach. With respect to all other breaches, the case Breaching Party shall have a period of a payment breach, or within [***] in the case of all other breaches, days after such written notice requesting is provided to cure of the such breach; provided, however, that if any breach other than a payment . If such breach is not reasonably curable cured within the applicable period set forth above, the Non-Breaching Party shall have a period of [***] and if a days to (i) enter into good faith discussions with the Breaching Party is making a bona fide effort regarding potential alternatives to cure such breachtermination, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional and/or (ii) [***]] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. terminate this Agreement upon written notice to the Breaching Party, in order unless the Breaching Party has commenced a cure and is diligently pursuing such cure at the end of such period, pursuant to permit an acceptable plan for such Party a reasonable period of time cure approved by the other Party, such approval not to cure such breachbe unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, in if a Party gives to the event other Party a notice pursuant to this Section 14.02 (Termination for Breach) of a material breach by such other Party, and such other Party provides notice during the applicable cure period set forth above that such other Party disputes the breach relates basis for termination pursuant to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure periodSection 14.02 (Termination for Breach), then this Agreement shall not terminate with respect unless and until an arbitrator issues a final award pursuant to Section 15.02 (Arbitration) upholding such Licensed Program during basis for termination provided that the pendency resolution of such legal action, provided that if (i) Genzyme dispute is found, in an unappealable decision promptly commenced and diligently pursued by a court the non-terminating Party. The waiver by either Party of competent jurisdiction any breach of any term or an appealable decision condition of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect not be deemed a waiver as to such Licensed Program following the Parties’ receipt of such decision any subsequent or immediately following such admission, as applicablesimilar breach.

Termination for Breach. This 11.3.1. A Party (the “Terminating Party”) may terminate this Agreement may be terminated (a) with respect to any particular Agreement a Program at any time during in the Term upon written notice by either Party if (a) event the other Party is in material breach of its obligations hereunder (the “Breaching Party”) has materially breached this Agreement only with respect to such Agreement Program and or (b) in its entirety in the other Breaching Party has not cured such breach within [***] in the case of a payment breach, or within [***] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach materially breached this Agreement (other than a material breach only with respect to one Program, in which case clause (a) of this Section 11.3.1 shall apply), and, in either case of clause (a) or (b), such material breach has not been cured within sixty (60) days after written notice of such breach is given by the Terminating Party to the Breaching Party (the “Cure Period”). This Section 11.3.1 shall not apply to any alleged material breach of Section 2.1.1(c), 2.2.3(a), 2.3.1, 2.4 or 5.2 by Licensee during the Development Term, which is instead subject to Section 11.2.2. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement with respect to a Program or in its entirety pursuant to this Section 11.3.1 shall become effective at the end of the Cure Period unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period (or, if such breach (other than a breach of payment breach obligations) is not reasonably curable able to be cured within [***] and if a Party is making a bona fide effort to cure such breachthe Cure Period, such termination shall be delayed not become effective until the earlier of the date such breach is cured or one hundred and twenty (120) days after notice of termination is given pursuant to this Section 11.3.1, provided that (i) the Breaching Party notifies the other Party of its plan for a time period curing such breach during the Cure Period, (ii) the Breaching Party commences such plan during the Cure Period and (iii) the Breaching Party uses diligent efforts to be agreed by both Parties, not to exceed an additional [***], in order to permit perform such Party a reasonable period of time to plan and cure such breachbreach as soon as reasonably practicable). Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the The right of either Party to terminate this Agreement with respect to such Licensed a Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then or in its entirety as provided in this Agreement Section 11.3.1 shall not terminate be affected in any way by such Party’s waiver of or failure to take action with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation any previous breach under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableAgreement.

Termination for Breach. This Agreement may be terminated by either Party in the event of the material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination or cancellation of this Agreement, specifying the grounds therefor. Upon receipt of such notice, the breaching Party shall have [c.i.] days to respond by curing such breach. If the breaching Party does not cure such breach within such cure period, then (a) if Inspire is the breaching Party, Novasep shall have the right to terminate this Agreement, and, at Novasep’s option (i) require Inspire to purchase any quantity of API that is the subject of a Purchase Order submitted by Inspire prior to such termination (but not other quantities forecasted for a Firm Zone, and the Minimum Percentage Requirement shall not apply) and reimburse Novasep for all documented direct costs and expenses properly and reasonably incurred by Novasep pursuant to this Agreement for procurement of Third Party Materials up to the effective date of such termination in connection with Inspire’s then-outstanding obligation to purchase quantities of API forecasted with respect to any particular Agreement Program at any time during an applicable Firm Zone but which are not the Term upon written notice by either Party if (a) the other Party is in material breach subject of its obligations hereunder with respect a Purchase Order submitted prior to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, or within [***] in the case of all other breaches, after notice requesting cure of the breachtermination; provided, however, that if Novasep shall use commercially reasonable efforts to mitigate such costs and expenses by cancelling any breach cancelable orders for Third Party Materials, returning returnable Third Party Materials, and/or using non-returnable Third Party Materials for its own or its other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzymecustomer’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Productbehalf, or (ii) Genzyme admits to cancel, in such legal action whole or settlement thereof that it has materially breached in part, any Purchase Order issued under this Agreement Agreement, in which case, Inspire would have no payment obligations with respect to the quantities set forth in such Licensed ProductPurchase Orders or quantities forecasted for any Firm Zone, then this Agreement and the Minimum Percentage Requirement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision not apply; or immediately following such admission, as applicable.(b) if Novasep is

Termination for Breach. This A Party (“Non-Breaching Party”) shall have the right to terminate this Agreement may be terminated with respect to any particular Agreement Program at any time during in its entirety or on a country-by-country, Research Program-by-Research Program, or Product-by-Product basis in the Term upon written notice by either Party if (a) event the other Party (“Breaching Party”) is in material breach of any of its material obligations hereunder with respect to such under this Agreement Program and (b) the other Party has not cured such breach within [***] related thereto. However, in the case of termination by Inovio for a payment breach, or within [***] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any material breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breachby MedImmune, such termination shall right will be delayed limited to a right to terminate for (i) breach by MedImmune of MedImmune’s obligations to make payments under Section 6 or, (ii) a time period to be agreed breach by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period MedImmune of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to GenzymeMedImmune’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. diligence obligations to use Commercially Reasonable Efforts pursuant to Section 5.7. The Non-Breaching Party shall provide written notice to the Breaching Party, which notice shall identify the breach and the countries, Research Program and/or Product in Developing or Commercializing which the Non-Breaching Party intends to have this Agreement terminate. The Breaching Party shall have a Licensed Product within period of [XXXXXXX] after such written notice is provided (“Peremptory Notice Period”) to cure such breach. If the Breaching Party has a Licensed Program and Genzyme disputes whether it has breached such obligation or dispute as to whether such breach gives Voyager occurred or has been cured, it will so notify the right to terminate this Agreement with respect to such Licensed Program Non-Breaching Party, and initiates a legal action to resolve the expiration of the Preemptory Notice Period shall be tolled until such dispute is resolved pursuant to Section 16.4. Upon a determination of breach or failure to cure, the Breaching Party may have the remainder of 72 the Preemptory Notice Period to cure such breach. If such breach is not cured within the foregoing [***] cure periodPeremptory Notice Period, then this Agreement shall not terminate with respect to such Licensed Program during absent withdrawal of the pendency of such legal actionNon-Breaching Party’s request for termination, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect in such countries effective as of the expiration of the Preemptory Notice Period. It is understood that termination pursuant to such Licensed Program following this Section 15.2.1 shall be a remedy of last resort and may be invoked only in the Parties’ receipt case where the breach cannot be reasonably remedied by the payment of such decision or immediately following such admission, as applicablemoney damages.

Termination for Breach. This Agreement Either Party may be terminated with respect to any particular Agreement Program at any time during the Term terminate this Agreement, effective upon written notice to the other Party, upon any breach by either Party if (a) the other Party of any material obligation or condition of this Agreement (a “Material Breach”) that remains uncured [***] ([***] if the breach is in material a failure by [***] to [***]) after the non-breaching Party first gives written notice of such breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party describing such Material Breach in reasonable detail; provided, however, that if the nature of the asserted breach (other than a breach for non-payment) is such that more than [***] are reasonably required to cure, then the cure period shall be extended for a period not to exceed [***] so long as the Party seeking to cure the asserted breach is diligently pursuing such cure to completion. Anything contained in this Agreement to the contrary notwithstanding and subject to the proviso of this sentence, if the allegedly breaching Party (i) disputes either (A) whether a Material Breach has occurred or (B) whether the Material Beach has been timely cured, and (ii) provides written notice of that Dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions of Section 11.12 hereof, and the Party asserting the breach may not cured terminate this Agreement until it has been determined under Section 11.12 hereof that the allegedly breaching Party is in Material Breach of this Agreement, and such breaching Party Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. further fails to cure such breach within [***] in the case of a payment breach, (or within such [***] in period as determined by [***]) after the case of all other breaches, after notice requesting cure conclusion of the breachdispute resolution procedure; provided, however, that if the foregoing shall not apply to any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], . Anything contained in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action the contrary notwithstanding, if the asserted Material Breach is cured or shown to resolve such dispute be non-existent within the foregoing [***] applicable cure period, then this Agreement the first notice of breach hereunder shall not terminate with respect to such Licensed Program during the pendency be deemed automatically withdrawn and of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableno effect.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during During the Term upon written notice by of this Agreement, either Party if (a) the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, or within [***] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager party will have the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if immediately upon written notice if: (i) Genzyme is found, in an unappealable decision by a court the other party materially breaches any material term or condition of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect and fails to its obligation under this Agreement to use Commercially Reasonable Efforts the cure such breach in Developing or Commercializing such Licensed Product, or full within thirty (30) days after receiving written notice of the breach from the non-breaching party; (ii) Genzyme admits the other party becomes the subject of a voluntary petition in such legal action bankruptcy or settlement thereof that it has materially breached any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors which voluntary petition or proceeding is not dismissed within thirty (30) days of filing of commencement; and (iii) the other party becomes the subject of an involuntary petition in bankruptcy or any other involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors. Without limiting the generality of the foregoing, either party may terminate this Agreement immediately upon notice if, in the case of Priceline, Priceline reasonably believes or determines that LendingTree has failed to comply in all material terms, with respect its obligations under Section 4.6, or such noncompliance is determined by any order, decree, judgment or any similar ruling having jurisdiction over LendingTree's operation of the Mortgage Web Pages or, in the case of LendingTree, LendingTree reasonably believes or determines that Priceline has failed to comply in all material terms, with its obligations under Section 3.5, or such Licensed Productnoncompliance is determined by any order, then decree, judgment or any similar ruling having jurisdiction over Priceline's operation of the pricxxxxx.xxx Xxxernet site. To the extent that a breach contemplated by this Agreement shall terminate immediately with respect to Section 11.4 is curable, such Licensed Program following cure period may be extended by the Parties’ receipt mutual written consent of such decision or immediately following such admissionthe parties for an additional period of thirty (30) days, as applicableif the cure cannot be achieved after good faith efforts during the initial cure period.

Termination for Breach. This Agreement may be terminated with respect Subject to the terms and conditions of this Section 16.2 (Termination for Breach), a Party (the “Non-Breaching Party”) will have the right, in addition to any particular other rights and remedies, to terminate this Agreement Program at any time during in its entirety in the Term upon written notice by either Party if (a) event the other Party (the [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. CONFIDENTIAL “Breaching Party”) is in material breach of any of its obligations hereunder under this Agreement. The Non-Breaching Party will first provide written notice to the Breaching Party, which notice will identify with particularity the alleged breach and state the Non-Breaching Party’s intent to terminate this Agreement if such breach is not cured. With respect to such Agreement Program and (b) material breaches of any payment provision hereunder, the other Breaching Party has not cured such breach within will have a period of [***] in after such written notice is provided to cure such breach. With respect to all other breaches, the case Breaching Party will have a period of a payment breach, or within [***] in after the case of all other breaches, after Non-Breaching Party provides written notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in if a Non-Breaching Party provides notice to the event Breaching Party pursuant to this Section 16.2 (Termination for Breach) of an alleged material breach by such Breaching Party, and such Non-Breaching Party provides notice during the applicable cure period set forth above that such Non-Breaching Party disputes the breach relates basis for termination pursuant to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program Section 16.2 (Termination for Breach) and initiates a legal action to resolve such the dispute within resolution procedure set forth in Article 17 (Dispute Resolution; Governing Law) during the foregoing [***] applicable cure period, then the cure periods set forth in this Agreement shall not terminate with respect Section 16.2 (Termination for Breach) for the alleged material breach will run from the date that such written notice is first provided to the Breaching Party through the resolution of such Licensed Program dispute pursuant to Article 17 (Dispute Resolution; Governing Law) and it is understood and acknowledged that, during the pendency of such legal actiona dispute pursuant this Section 16.2 (Termination for Breach), provided that if (i) Genzyme is found, in an unappealable decision by a court all of competent jurisdiction or an appealable decision the terms and conditions of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect will remain in effect, and the Parties will continue to its obligation perform all of their respective obligations under this Agreement to use Commercially Reasonable Efforts in Developing Agreement. The waiver by either Party of any breach of any term or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached condition of this Agreement with respect will not be deemed a waiver as to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision any subsequent or immediately following such admission, as applicablesimilar breach.

Termination for Breach. This Agreement Either Party may be terminated with respect to any particular Agreement Program at any time during the Term terminate this Agreement, effective upon written notice to the other Party, upon any breach by either Party if (a) the other Party is in of any material breach obligation or condition of its obligations hereunder with respect to such this Agreement Program and (ba “Material Breach”) the other Party has not cured such breach within that remains uncured [***] in the case of a payment breach, or within days [***] days if the breach is a failure by Novartis to make any payment required hereunder) after the non-breaching Party first gives written notice of such breach to the other Party describing such Material Breach in the case of all other breaches, after notice requesting cure of the breachreasonable detail; provided, however, that if any the nature of the asserted breach (other than a payment breach for non-payment) is not reasonably curable within such that more than [***] and if a Party is making a bona fide effort days are reasonably required to cure, then the cure such breach, such termination period shall be delayed extended for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such ] days so long as the Party a reasonable period of time seeking to cure the asserted breach is diligently pursuing such breachcure to completion. Notwithstanding Anything contained in this Agreement to the foregoingcontrary notwithstanding and subject to the proviso of this sentence, in if the event allegedly breaching Party (i) disputes either (A) whether a Material Breach has occurred or (B) whether the Material Beach has been timely cured, and (ii) provides written notice of that Dispute to the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH other Party within Portions of this Exhibit, indicated by the xxxx “[***]”,” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933the above time periods, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program then the matter will be addressed under the dispute resolution provisions of Section 11.12, and Genzyme disputes whether it has breached such obligation or whether such the Party asserting the breach gives Voyager the right to may not terminate this Agreement with respect until it has been determined under Section 11.12 that the allegedly breaching Party is in Material Breach of this Agreement, and such breaching Party further fails to cure such Licensed Program and initiates a legal action to resolve such dispute breach within the foregoing [***] days (or such longer or shorter period as determined by the arbiter of such dispute resolution) after the conclusion of the dispute resolution procedure; provided, however, that the foregoing shall not apply to any breach for non-payment of any payments required hereunder. Anything contained in this Agreement to the contrary notwithstanding, if the asserted Material Breach is cured or shown to be non-existent within the applicable cure period, then this Agreement the first notice of breach hereunder shall not terminate with respect to such Licensed Program during the pendency be deemed automatically withdrawn and of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableno effect.