Common use of Termination for Material Breach Clause in Contracts

Termination for Material Breach. Either Party (the “Terminating Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). 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 pursuant to this Section 10.3 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; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. Either If either Party (the “Terminating Non-Breaching Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, and then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after receipt of written notice of such breach Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party from provides the Terminating Non-Breaching Party (the “Cure Period”). The with a reasonable written notice describing the alleged plan for curing such material breach shall provide sufficient detail and uses Commercially Reasonable Efforts to put cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party on notice would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach. Any termination of , then the Non-Breaching Party shall not be entitled to terminate this Agreement pursuant to this Section 10.3 shall become effective at on the end basis of the Cure Period, such material breach unless the Breaching Party has cured any such previously committed a substantially similar material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishmentAgreement. For clarity, a cure may then be accomplished by breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty exception in subpart (60ii) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreementimmediately preceding sentence.

Termination for Material Breach. Either Party (the “Terminating Non-breaching Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, entirety in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within sixty [***] (60other than any breach for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)) days after receipt of written notice of such breach by the Breaching Party from the Terminating Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. 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 pursuant to this Section 10.3 13.2(a) 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; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective or unless and until such material breach has been established in allegedly breaching Party disputes such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedingsbreach. The right of either Party to terminate this Agreement as provided in this Section 10.3 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. Either If either Party (believes that the “Terminating other is in breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party”) . For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach or *** days from such notice to cure such breach. For any breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have *** days from the receipt of the notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the other Party. If the allegedly breaching Party in its entirety, good faith disputes such material breach or on a country-by-country disputes the failure to cure or remedy such material breach and Product-by-Product basis, in the event provides written notice of that dispute to the other Party (within the “Breaching Party”) applicable period set forth above, the matter will be addressed under the dispute resolution provisions in Section 14.6, and the notifying Party may not terminate this Agreement until it has materially breached been determined under Section 14.6 that the allegedly breaching Party is in material breach of this Agreement, and such material breaching Party further fails to cure such breach has not been cured within sixty (60) *** days after receipt the conclusion of that dispute resolution procedure (and such termination shall then be effective upon written notice of such breach by the Breaching Party notification from the Terminating notifying Party (to the “Cure Period”breaching Party). 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 pursuant to Notwithstanding this Section 10.3 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; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and11.2(b), in the event that, following such establishment, a cure may then be accomplished by the payment of money FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the taking of certain actionsCo-Promotion Agreement, such payment or actions are not paid or taken within sixty (60) days of HGS shall have the conclusion of such proceedings. The right of either Party to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall otherwise continue in full force and effect as provided in this if FivePrime had not initiated any Co-Promotion Term for any Product under Section 10.3 shall not be affected in any way by 7.2 and the time period during which FivePrime had the right to initiate such Party’s waiver of or failure to take action with respect to any previous breach under this AgreementCo-Promotion Term has expired.

Termination for Material Breach. Either Party (shall have the “Terminating Party”) may right to terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event the other Party (the “Breaching Party”) has materially breached this or materially defaulted in the performance of any of its obligations hereunder which breach or default is material in the overall context of the Agreement, and such breach has continued for [***] days after written notice thereof was provided to the breaching Party by the non-breaching Party, which clearly describes the material breach has not been cured within sixty and remedies (60including, for avoidance of doubt, termination of the Agreement) days after receipt of written notice of such that the non-breaching Party intends to apply should the breach by the Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breachremain uncured. Any such termination of this Agreement pursuant to this Section 10.3 shall become effective at the end of the Cure Periodsuch [***] day period if, unless the Breaching Party has cured any such material breach prior to the expiration of the [***] day period, the breaching Party has not cured any such Cure Period; provided breach or default, provided, that with respect to a breach of such Party’s Commercially Reasonable Efforts obligations to Develop or Commercialize a Compound, such cure period shall be extended for a period not to exceed an additional [***] days in the event such breaching Party has, within the original [***] day period prepared and communicated to the non-breaching Party, a claim remediation plan reasonably designed to cure such breach or default within a reasonable period of material time (which plan is reasonably acceptable to the non-breaching Party) and such breaching Party continues to diligently use Commercially Reasonable Efforts to implement such plan throughout such period. If the allegedly breaching Party disputes the breach and provides written notice of that dispute to the other Party, the matter shall be addressed under the dispute resolution provisions in Section 17.2, and the notifying Party may not terminate this Agreement until it has been finally determined under Section 17.2 that the Agreement was materially breached as described above. In the event the breach is being contested diligently and in good faith by appropriate proceedings hereunderlimited to one or more Compounds, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by non-breaching Party will have the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action solely with respect to any previous breach under this Agreementthe applicable Compound(s).

Termination for Material Breach. Either Party (the “Terminating Party”) may terminate this Agreement in its entiretyAgreement, or on a country-by-country and Product-by-Licensed Product basisby Licensed Product basis (along with the relevant Development Compound), in the event if the other Party (the “Breaching Party”) has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such material breach has not been cured within breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice of such breach by specifying the Breaching Party from basis for termination, the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach Agreement shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 10.3 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to terminate upon the expiration of such Cure Period; provided that in the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a claim of material breach receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken discharged within sixty (60) days of the conclusion of such proceedings. The right of either filing thereof, then the other Party to may terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by effective immediately upon written notice to such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. Either Except as otherwise provided in this Agreement, in the event of any Material Breach by a Party, the other Party (the “Terminating Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in by giving the event the other breaching Party thirty (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within sixty (6030) days after receipt of prior written notice of such breach by Material Breach provided that: 1. This Agreement shall not terminate if the Breaching breaching Party from promptly commences the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice cure of such material breach. Any termination of this Agreement pursuant Material Breach and thereafter diligently and consistently prosecutes such cure to this Section 10.3 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach completion prior to the expiration of such Cure Period; provided that in thirty (30) day period, or if the event a claim of material breach cannot be cured within such thirty (30) day period, such longer period as is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings andreasonable under the circumstances. 2. However, in no event shall the event that, following such establishment, non-breaching Party be required to extend to the breaching Party a cure may then be accomplished by the payment period of money or the taking of certain actions, such payment or actions are not paid or taken within sixty more than ninety (6090) days and the non-breaching Party may, at its sole discretion, choose not to grant the breaching Party any cure period where the breaching Party has previously been given three cure periods for any Material Breach of this Agreement. 3. Where the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action Material Breach is with respect to the unauthorized release or use of Intellectual Property and/or Confidential Information contrary to Article 9, the non-breaching Party may, in its sole and absolute discretion, declare the breach to be one which cannot be cured. In such event, the non-breaching Party shall provide the Party in breach with written notification of the Material Breach and the fact that no cure period is available. The Agreement shall terminate without further notice three days after delivery of such notice. In the event that the non-breaching Party deems the circumstances such that it is desirous of providing a cure period for a Material Breach of Article 9, then the terms and conditions of Subsection 15.2(i) above shall apply. 4. In addition to the provisions which, if breached, the Parties have expressly deemed to amount to a Material Breach, the Parties also hereby agree that a Party shall be deemed to be in Material Breach where: 1. a Party commits any previous breach under this Agreement.that is not cured within ninety (90) days or such longer period from the date of delivery of a notice by the non-breaching Party to the breaching Party advising of the breach;

Termination for Material Breach. Either If either Party (the “Terminating Non-Breaching Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event believes that the other Party (the “Breaching Party”) has materially breached one or more of its material obligations under this Agreement, and then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has not been cured committed a material breach of one or more of its material obligations under this Agreement, then if the Breaching Party fails to cure such breach within sixty (60) *** days after receipt of written notice of the Default Notice, or if such breach by the Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of compliance cannot be fully achieved through diligent efforts within such material breach. Any termination of this Agreement pursuant to this Section 10.3 shall become effective at the end of the Cure Period, unless *** day period but the Breaching Party has cured failed to promptly commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or if full compliance is not achieved in any such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) *** days after receipt of the conclusion of such proceedings. The right of either Default Notice, then the Non-Breaching Party to may terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such upon written notice to the Breaching Party’s waiver . If the Breaching Party disputes that it has materially breached one or more of or failure to take action with respect to any previous breach its material obligations under this Agreement, the dispute shall be resolved pursuant to Section 11.7. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one or more of its material obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party fails to cure any breach specified by the Adverse Ruling within *** days after such ruling, or if such compliance cannot be fully achieved through diligent efforts within such *** day period but the Breaching Party has failed to promptly commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or if full compliance is not achieved in any event within *** days after the Adverse Ruling, then the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party.

Termination for Material Breach. Either Party (the “Terminating Non-breaching Party”) may may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement Agreement, either on a Program-by-Program basis or in its entirety, or on a countryas may be appropriate to protect the interest of the Non-by-country and Product-by-Product basisbreaching Party arising from such alleged breach, in the event the other Party (the “Breaching Party”) has shall have materially breached this Agreementor defaulted in the performance of any of its material obligations hereunder either with respect to a particular Program or the Agreement as a whole, and such material breach has not been cured within sixty (60) days default shall have continued for [ * ] after receipt of written notice of such breach by thereof was provided to the Breaching Party from by the Terminating Party (the “Cure Period”). The written Non-breaching Party, such notice describing with particularity and in detail the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any Subject to Section 12.2.2, any such termination of this the Agreement pursuant to under this Section 10.3 12.2 shall become effective at the end of the Cure Periodsuch [ * ] period, unless the Breaching Party has cured any such material breach or default prior to the expiration of such Cure Period; provided that in the event a claim of material [ * ] period, or if such breach is being contested diligently not susceptible to cure within such [ * ] period even with the use of Commercially Reasonable Efforts, the Non-Breaching Party’s right to termination shall be suspended only if and in good faith by appropriate proceedings hereunderfor so long as the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, any termination pursuant such plan is acceptable to this Section shall not become effective unless and until such material breach has been established in such proceedings andthe Non-Breaching Party (or to the arbitrators, in the event thatof arbitration pursuant to Section 13.1), following and the Breaching Party commits to and does carry out such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedingsplan. The right of either Party to terminate this Agreement Agreement, or a portion of this Agreement, as provided in this Section 10.3 12.2 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreementdefault.

Termination for Material Breach. Either Each Party (shall have the “Terminating Party”) may right to terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event entirety immediately upon written notice to the other Party (if the “Breaching Party”) has other Party materially breached breaches its obligations under this AgreementAgreement and, and after receiving written notice identifying such material breach has in reasonable detail, fails to cure such material breach within [***] from the date of such notice. Such notice shall (a) expressly reference this Section 13.4, (b) reasonably describe the alleged breach which is the basis of such termination, and (c) clearly state the non-breaching Party’s intent to terminate this Agreement if the alleged breach is not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”)applicable cure period. The written notice describing the alleged material breach Agreement shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 10.3 shall become terminate effective at the end of the Cure Period, notice period unless the Breaching breaching Party has cured any cures such material breach prior during such notice period, provided that, such cure period shall be extended for up to an additional [***] upon the expiration of breaching Party providing a written plan that reasonably demonstrates the need for such Cure Period; provided that in the event a claim of material breach is being contested diligently additional time and in good faith by appropriate proceedings hereunder, any termination pursuant continuing to this Section shall not become effective unless and until use Commercially Reasonable Efforts to cure such breach. If either Party disputes (i) whether such material breach has been established in occurred, or (ii) whether the defaulting Party has cured such proceedings andmaterial breach, in the event Parties agree to promptly resolve the Dispute under Article 14. It is understood and acknowledged that, following during the pendency of such establishmenta Dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. The Parties agree that for purposes of this Section 13.4, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days breach of the conclusion representations or warranties of such proceedings. The right of either a Party to terminate under this Agreement as provided in this Section 10.3 shall not be affected in any way by a cause for termination of this Agreement unless such Party’s waiver breach has had or would be reasonably expected to have a material adverse effect on the Development, Manufacture or Commercialization of or failure to take action with respect to any previous breach under this Agreementthe Licensed Product.

Termination for Material Breach. Either If either Party (believes that the “Terminating other is in material breach of this Agreement, then the non-breaching Party may deliver notice of such breach to the other Party”) . For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have [***] days from such notice to dispute or cure such breach. For any breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have [***] days from the receipt of the notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the other Party. If the allegedly breaching Party in good faith disputes such material breach or disputes the failure to cure or remedy such material breach and provides written notice of that dispute to the other Party within the applicable period set forth above, the matter shall be addressed under the dispute resolution provisions in Section 15.6, and the notifying Party may not terminate this Agreement until it has been determined under Section 15.6 that the allegedly breaching Party is in material breach of this Agreement, and: (i) if the breach cannot be cured; or (ii) if the breach can be cured, such breaching Party further fails to cure such breach within [***] days (or, for a breach arising from a failure to make a payment set forth in this Agreement, [***] days) after the conclusion of that dispute resolution procedure, and in each case such termination shall then be effective upon written notification from the notifying Party to the breaching Party. During the Initial R&D Term, any termination under this Section 12.2(b) shall solely be with respect to this Agreement in its entirety. After the Initial R&D Term, or this Section 12.2(b) shall apply on a countryProgram-by-country Program basis and Product-by-Product basis, in the event the other Party (the “Breaching Party”) has materially breached a material breach of this Agreement, and such ” for purposes of this Section 12.2(b) shall mean “a material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). 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 pursuant to this Section 10.3 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; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreementthe applicable Program”.

Termination for Material Breach. Either Party (Each party shall have the “Terminating Party”) may right to terminate this Agreement in its entiretyentirety or any Work Order immediately upon written notice to the other party if the other party materially breaches its obligations under this Agreement or any Work Order and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within 60 days from the date of such notice (or within 30 days from the date of such notice in the event such material breach is solely based on a country-by-country and Product-by-Product basisthe breaching party’s failure to pay any amounts due hereunder); provided, however, in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material case of a breach has or violation that cannot been be cured within sixty (60) days after receipt of written notice of such breach by 60 day period, the Breaching Party from non-breaching party may terminate this Agreement or the Terminating Party (applicable Work Order following such 60 day period only if the “Cure Period”). The written notice describing breaching party shall have failed to commence substantial remedial actions within such 60 day period and to use reasonable efforts to pursue the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breachsame. Any termination of this Agreement pursuant right to terminate under this Section 10.3 9.2 shall become effective at be stayed and the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period; provided that cure period tolled in the event a claim of material breach is being contested that, during any cure period, the breaching party shall have initiated dispute resolution in accordance with Section 11.5 with respect to the alleged breach, which stay and tolling shall last so long as the breaching party diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, cooperates in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion prompt resolution of such dispute resolution proceedings. The right Either party may terminate any Work Order immediately upon written notice to the other party if the other party is in breach of either Party Section 8.4. Each party shall be entitled to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure offset, against amounts payable to take action with respect to any previous breach the other party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such party by the other party based on the other party’s material breach of this Agreement. If such notice of breach is for breach of a Work Order, such notice shall note the specific Work Order under which such breach is claimed.

Termination for Material Breach. Either Each Party (shall have the “Terminating Party”) right, in addition to and not in limitation of any other right and remedies it may have at law or in equity, to terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within after sixty (60) days after receipt of prior written notice to the other upon the occurrence of such breach by any of the Breaching Party from following: (a) Upon or after the Terminating bankruptcy, insolvency, dissolution or winding up of the other Party (other than a dissolution or winding up for the “Cure Period”purpose of reconstruction or amalgamation). The written notice describing ; or (b) Upon or after the alleged breach of any material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination provision of this Agreement pursuant to this Section 10.3 shall become effective at by the end of other Party if the Cure Period, unless the Breaching breaching Party has not cured any such material breach prior to within the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days day period following written notice of termination by the conclusion non-breaching Party. If BMX is the non-breaching Party, all licenses granted to BMX under Section 3.1(a) of this Agreement which are in effect at the time of termination shall survive such proceedingstermination for so long as BMX is not in breach of its obligations to GP under this Agreement, which survive such termination so long as such licenses remain in effect. The Without limiting the foregoing, if the Agreement is terminated due to BMX being the breaching Party, BMX shall immediately cease and desist from manufacturing, developing, upgrading, selling, and distributing VIDAS Products (but without prejudice to BMX's right to conduct independent research and development activities with the BMX Technology). Notwithstanding any other provision of either this Agreement, a Party receiving a written notice of termination pursuant to subparagraph (b) above shall have the right to dispute the the existence of a default or material breach or the adequacy or remedy thereof, the alleged breaching Party may require that the right to terminate this Agreement be determined by arbitration pursuant to Section 15.2 and in the event the arbitrator(s) determine that there were reasonable grounds for the alleged breaching party so charged to dispute termination and that the alleged breaching party acted in good faith, the arbitrator(s) may afford reasonable opportunity to cure upon such terms as provided they may direct. The Termination Date in this Section 10.3 the event of termination for breach shall not be affected the date duly fixed in any way valid notice of termination by the non-breaching Party (consistent with the aforesaid cure periods), except that in the case of any arbitration as to such Party’s waiver of or failure to take action with respect to any previous breach under this Agreementbreach, the arbitrators may determine the Termination Date.

Termination for Material Breach. (a) Either Party the Enterprise or the Manager (the “Terminating Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event if the other Party commits or allows to be committed a Material Breach or a Material Breach with respect to the other occurs. (b) Except as otherwise expressly set forth herein, termination is not an exclusive remedy for claims of a Material Breach, and the “Breaching Party”parties shall be entitled to other rights and remedies as may be available pursuant to the terms of this Agreement or under applicable law. (c) has materially breached For purposes of this Agreement, a “Material Breach” by or with respect to Manager is any of the following circumstances: (i) failure of Manager to perform any obligation under this Agreement in any material respect for reasons not excused under Section 9.5 hereof (Force Majeure), and failure to cure such material breach has not been cured within sixty thirty (6030) calendar days after receipt of written notice from the Enterprise identifying the nature of the breach in specific detail and its intention to terminate this Agreement; provided, however, that if the nature of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). 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 pursuant to this Section 10.3 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; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished but specifically excluding breaches curable by the payment of money or the taking of certain actionsmoney) is such that it is not possible to cure such breach within thirty (30) days, such payment or actions are thirty-day period shall be extended for so long as Manager shall be using diligent efforts to effect a cure thereof, but such period shall not paid or taken within be so extended for more than an additional sixty (60) days (i.e., ninety (90) days in the aggregate); (ii) commission of theft or misappropriation, fraud, felony, and other similar acts if such act is detrimental to the Casino Facilities and the act was committed by Manager or its Affiliate, or an employee or agent of Manager or its Affiliate; (iii) the commission of gross negligence or willful misconduct in the performance of its duties hereunder; (iv) if Manager loses its Gaming License, commits an act that causes the Enterprise to lose (through revocation, suspension or other similar means) or be threatened with the loss of its Gaming License, or is determined to be an “unsuitable party” for purposes of either party’s Gaming License or is subject to any other determination or direction by any governmental authority by which the Enterprises continuation of Manager as the manager of the conclusion Casino Facilities under this Agreement would put the Enterprise’s Gaming License at risk of revocation, suspension, termination or similar material adverse effect, or if Manager’s Gaming License is suspended; (v) any representation or warranty made by the Manager pursuant to Section 9.9 proves to be false or erroneous in any material respect when made; (vi) EBITDA of less than five percent (5%) of gross revenues on an annual basis; (vii) Manager’s bankruptcy (whether voluntary or involuntary) or placement into receivership of Manager (d) For purposes of this Agreement, a “Material Breach” by or with respect to the Enterprise is any of the following circumstances: (i) failure of the Enterprise to perform any obligation under this Agreement in any material respect for reasons not excused under Section 9.5 hereof (Force Majeure) and failure to cure such proceedings. The right breach within thirty (30) calendar days after receipt of either Party written notice from the Manager identifying the nature of the breach in specific detail and its intention to terminate this Agreement Agreement; provided, however, that if the nature of such breach (but specifically excluding breaches curable by the payment of money) is such that it is not possible to cure such breach within thirty (30) days, such thirty-day period shall be extended for so long as provided in this Section 10.3 the Enterprise shall be using diligent efforts to effect a cure thereof, but such period shall not be affected so extended for more than an additional sixty (60) days (i.e., ninety (90) days in the aggregate); or (ii) any representation or warranty made by the Enterprise pursuant to Section 9.10 proves to be false or erroneous in any way by material respect when made. (e) Any final notice of termination hereunder shall be in writing detailing the reason the Terminating Party considers the Material Breach not to be cured and must be delivered to the other party before such Party’s waiver of or failure to take action with respect to any previous breach under this Agreementtermination becomes effective.

Termination for Material Breach. Either 14.2.1 In the case that one of the Parties believes that the other Party (has materially breached the “Terminating Agreement, the Joint Steering Committee shall be notified and meet as soon as possible in order that the Parties attempt to resolve any dispute as to the existence of any such material breach. Failing a consensus decision by the Joint Steering Committee within *** of receiving the matter for review, it shall then be referred for resolution as set forth in Section 15.2.1. Failing a resolution within *** of receiving the matter for review from the Joint Steering Committee, the non-breaching Party may then proceed to give written notice of termination for material breach. 14.2.2 If pursuant to Section 14.2.1, either Party gives written notice to the other Party of termination for material breach, which notice shall describe such material breach in reasonable detail and whether it has been deemed non-curable or curable by the Joint Steering Committee and the Chief Executive Officers, this Agreement and the rights and options granted herein may be terminated by the non-breaching Party”) may , effective *** after giving written notice to the breaching Party of termination for non-curable breach, *** after giving written notice to the breaching Party of such termination in the case of a curable payment breach, and *** after giving written notice to the breaching Party of such termination in the case of any other curable breach. The foregoing notwithstanding, if any curable material breach is cured within the aforesaid *** or *** period, the notice shall be automatically withdrawn and of no effect. 14.2.3 If Xxxxxx Xxxxxxx has the right to terminate this Agreement pursuant to Section 14.2.2 for Palatin’s material breach, Xxxxxx Xxxxxxx may elect, by written notice to Palatin, not to terminate this Agreement and instead to retain this Agreement in its entiretyeffect (including, without limitation, with respect to ***), in which case Palatin shall continue to be liable to Xxxxxx Xxxxxxx for any uncured material breach, and Xxxxxx Xxxxxxx shall be entitled to pursue resolution pursuant to Section 15.2.2. Following a final resolution pursuant to Section 15.2.2 (unless Palatin in writing does not dispute Xxxxxx Xxxxxxx’x determination of Palatin’s material breach) of Palatin’s material breach of this Agreement, Xxxxxx Xxxxxxx may elect, in lieu of receiving a payment of damages from Palatin, to offset Xxxxxx Xxxxxxx’x future payment obligations to Palatin under this Agreement by the amount of damages determined and awarded to Xxxxxx Xxxxxxx pursuant to Section 15.2.2 (or agreed to in writing by the Parties). For purposes of the immediately preceding sentence, a final resolution with respect to a dispute relating to intellectual property or a breach of the confidentiality obligations of this Agreement means a final, non-appealable judgment by a court of competent jurisdiction. 14.2.4 Any exercise by the Parties of their rights under Section 14.2.2 may be on a country-by-country and Product-by-Product basis, in the event non-breaching Party’s discretion, in which case such termination shall be partial in nature and shall only apply to the other Party (particular country which is the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within sixty (60) days after receipt source of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). 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 Furthermore, Palatin shall have the alternative option, in its sole discretion, instead of terminating the Agreement in part or in whole, to convert the exclusive appointment of Xxxxxx Xxxxxxx under Article 2 of this Agreement pursuant into a non-exclusive appointment, and to this Section 10.3 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any apply such material breach prior to the expiration of such Cure Period; provided that in the event non-exclusive status on a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings andcountry-by-country basis, in the event thatnon-breaching Party’s discretion, following in which case such establishment, a cure may then be accomplished by non-exclusivity shall only apply to the payment of money or particular country which is the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days source of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreementalleged material breach.

Termination for Material Breach. Either Subject to the terms and conditions of this Agreement, either Party (the “Terminating Non-breaching Party”) may terminate this Agreement in its entirety, entirety or on a country-by-country and Product-by-Product basis, in part in the event of a material breach of this Agreement by the other Party (the “Breaching Party”) has materially breached this Agreement), and such material breach has not been cured within sixty (60) days after receipt of by providing [***] prior written notice of such breach by to the Breaching Party from the Terminating Party (the “Cure Period”). The written Such notice describing will reasonably describe the alleged material breach shall provide in reasonably sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 10.3 shall become effective at and clearly state the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party Non-breaching Party’s intent to terminate this Agreement as provided if the alleged breach is not cured within the Cure Period. Notwithstanding the foregoing, the Cure Period in connection with a material breach of a payment obligation under ARTICLE 6 (Payments) will be [***]. In the event that the Breaching Party disputes in good faith the existence of a material breach under this Section 10.3 shall not 11.2 (Termination for Material Breach), the time for cure will be affected in any way by extended until such Party’s waiver time as the dispute is finally resolved pursuant to ARTICLE 12 (Dispute Resolution). In the event of or failure to take action a material breach of this Agreement with respect to a particular Product or a particular country within the Territory by Licensee that is not cured within the applicable Cure Period and such breach does not materially affect other Products or other country, then Xxxxxxx shall only have the right to terminate this Agreement with respect to such Product or such country (in addition to pursuing any previous remedy that may be available to Xxxxxxx at law or in equity as a result of Licensee’s breach under of this Agreement), and this Agreement will remain in full force and effect with respect to all other Products and all other countries in the Territory.

Termination for Material Breach. Either If either Party (the “Terminating Non-Breaching Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event believes that the other Party (the “Breaching Party”) has materially breached any of its material obligations under this Agreement, and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by then the Non-Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on may deliver notice of such material breach. Any termination of this Agreement pursuant breach to this Section 10.3 shall become effective at the end of the Cure Period, unless the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has cured committed a material breach of any of its material obligations under this Agreement and the Breaching Party fails to cure such breach within [***] after receipt of the Default Notice, the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party; provided that if such material breach prior is with respect to only a Collaboration Program (and not this Agreement in its entirety), such termination shall be limited to such Collaboration Program. If the Breaching Party disputes the Default Notice within the [***] cure-period, the dispute shall be resolved pursuant to Section 16.6.4. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of any of its material obligations under this Agreement (an “Adverse Ruling”) and the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such material breach within any of the remaining [***] cure period after such ruling is issued, then the Non-Breaching Party may terminate this Agreement upon written notice to the expiration of such Cure PeriodBreaching Party; provided that in the event a claim of if such material breach is being contested diligently with respect to only a Collaboration Program (and not this Agreement in good faith by appropriate proceedings hereunderits entirety), any such termination pursuant shall be limited to this Section shall not become effective unless and until such material breach has been established in such proceedings andCollaboration Program. Notwithstanding anything to the contrary, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement[***].

Termination for Material Breach. Either Party (the “Terminating Party”) may terminate this Agreement in its entirety, or on a countryregion-by-country region and Licensed Product-by-Licensed Product basis, in the event the other Party (the “Breaching Party”) has materially breached any material term under this Agreement, and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). For clarity, the Parties agree that at least each of (a) each of the exclusivity terms set forth in Section 2.4; and (b) each of the terms set forth in Section 9.2 is a material term. 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 pursuant to this Section 10.3 11.3 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; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section 11.3 shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty [***] (60[***]) days [***] of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 11.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. Either If either Party believes that the other is in breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party which notice shall clearly mention the remedies that the non-breaching Party intends to apply should the breach remain uncured. The allegedly breaching Party shall have [*] days from such notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure such breach, or fails to dispute any of the matters described in the next sentence, within such [*]-day period, then (i) if the “Terminating Party”Party originally delivering notice is Servier, then Servier may either (1) may terminate this Agreement Agreement, in its entirety, entirety or on a Target-by-Target or country-by-country and Productbasis (with the EU being considered as a single country) provided however that if Servier opts for a termination on a Target-by-Product basisTarget or country-by-country basis such termination shall only be possible for the country/ies and/or the Target(s) to which such breach relates, effective on written notice of termination to Miragen or (2) proceed under Section 12.6 on written notice to Miragen specifying Servier’s intent to proceed under Section 12.6 or (ii) if the Party originally delivering notice is Miragen and either (A) Servier’s uncured material breach [*], or (B) Servier’s uncured material breach [*], or (C) [*], then Miragen may terminate this Agreement, in its entirety or on a Target-by-Target or country-by-country basis (with the event EU being considered as a single country) provided however that if Miragen opts for a termination on a Target-by-Target or country-by-country basis such termination shall only be possible for the country/ies and/or the Target(s) to which such breach relates, effective on written notice of termination to Servier. If the allegedly breaching Party in good faith disputes such material breach or disputes the failure to cure or remedy such material breach or, if Servier is the allegedly breaching party of a material breach [*], disputes whether [*] and [*], and provides written notice of that dispute to the other Party within the applicable period set forth above, the matter shall be addressed under the dispute resolution provisions in Section 15.7, and the notifying Party may not terminate this Agreement until it has been determined under Section 15.7 that (i) the “Breaching Party”allegedly breaching Party is in material breach of this Agreement and (ii) has materially breached if [*] = Certain confidential information contained in this Agreementdocument, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Servier is the breaching party of a material breach [*], that [*] and [*], and such material breaching Party further fails to cure such breach has not been cured within sixty (60) [*] days after receipt the conclusion of written notice of that dispute resolution procedure (if such breach by dispute was concerning the Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice existence of such material breach), and such termination shall then be effective upon written notification from the notifying Party to the breaching Party. Any termination of For Servier’s uncured material breach [*], if the arbitrator under Section 15.7 decides that [*] and [*] under this Agreement pursuant to this Section 10.3 shall become effective at the end by reason of [*] by reason of the Cure Period[*] but [*], unless then Servier may elect, within thirty (30) days after the Breaching Party has cured any such material arbitrator’s decision, to [*] (with respect to [*]) and [*], in which case [*]. In deciding whether [*], the arbitrator shall consider [*], including whether [*], whether [*], whether [*], whether [*] or [*], whether [*]. Notwithstanding the above, except the dispute mechanism, if [*] is in breach prior of its obligation to [*] or [*], then [*] terminate the expiration Agreement [*]; provided however that for [*], [*] terminate this Agreement [*] as set forth in Section [*] and either [*] or [*] as set forth above in the dispute mechanism and [*] on account of such Cure Period; provided that in breach. For the event a claim sake of material breach is being contested diligently and in good faith by appropriate proceedings hereunderclarity, any termination pursuant to this Section [*] shall not become effective unless and until such material breach has been established in such proceedings and, in have the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver Agreement, on account of or failure [*] breach of its obligation to take action with respect to any previous breach under this Agreement[*] if [*].

Termination for Material Breach. Either If either Party believes that the other is in breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach (the “Terminating PartyBreach Notice”) to the other Party. If the Party receiving notice of breach fails to cure such material breach within the applicable period set forth below, then the Party originally delivering the notice of breach may terminate this Agreement in its entirety, or effective on a country-by-country and Product-by-Product basis, in the event written notice of termination to the other Party (the “Breaching Party”) has materially breached . For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have [ * ] from such Breach Notice to cure such breach, provided, however, that if any breach is not reasonably curable within [ * ] and the allegedly breaching Party is making a bona fide effort to cure such breach, such termination will be delayed for a time period to be agreed by both Parties in order to permit the allegedly breaching Party a reasonable period of time to cure such breach, not to exceed an additional [ * ]. For any breach arising from a failure to make a payment set forth in this Agreement, the cure period will be [ * ] and such material breach cure period will be tolled pending resolution of any bona fide dispute between the Parties as to whether such payment is due. In the event Sangamo believes Pfizer has not been cured failed to make a payment, Sangamo will provide Pfizer with written notice and both Parties will use reasonable efforts to convene their finance personnel to resolve such dispute within sixty (60) days after [ * ] of receipt of the written notice notice. If the Parties agree to a resolution for such bona fide dispute or such dispute is resolved pursuant to Section 12.6, any amounts due as part of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach resolution shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 10.3 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; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement[ * ] thereafter.

Termination for Material Breach. Either If either Party believes the other Party is in material breach of this Agreement or breach of any payment obligation hereunder, it may give notice of such breach to the other Party, which other Party shall have sixty (60) days in which to remedy any such breach, provided however that if the “Terminating breach (excluding breach of payment obligations) cannot be reasonably cured within such time period, the breaching Party shall not be in breach or default of this Agreement, if such breaching Party commences to cure the breach within such period of time and in good faith continues to cure the breach, but in no event shall such time period for cure be extended beyond one hundred and eighty (180) days. If such alleged material breach is not remedied in the time period set forth above (or an applicable extension if the breaching Party has commenced to and continues to cure the breach as provided above), the non-breaching Party shall be entitled, without prejudice to any of its other rights conferred on it by this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement with respect to the country and/or Product as to which such material breach relates, upon written notice to the other Party”) may . If any alleged payment breach is not remedied in the sixty (60)-day period set forth above, including accrued interest due thereon pursuant to this Agreement, the non-breaching Party shall be entitled, without prejudice to any of its other rights conferred on it by this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in entirety upon written notice to the other Party; provided such payment breach exceeds [***] Dollars. In the event the other Party (the “Breaching Party”) has materially breached this Agreementof a dispute regarding any payments due and owing hereunder, all undisputed amounts shall be paid when due, and such material breach has not been cured within sixty (60) days the balance, if any, shall be paid promptly after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). 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 pursuant to this Section 10.3 shall become effective at the end settlement of the Cure Perioddispute, unless the Breaching Party has cured including without limitation any such material breach prior accrued interest thereon. Coherus is not obligated to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently receive partial payments and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 if it does so it shall not be affected in any way by such Party’s deemed a waiver of or failure to take action with respect to any previous breach under this Agreementaggregate amount due (principal and interest).

Termination for Material Breach. 1) Either Party (the “Terminating "Non-Defaulting Party”") may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event Contract if the other Party (the “Breaching "Defaulting Party”") has materially breached (i) becomes Insolvent or (ii) commits a material breach of this AgreementContract, including non payment of amounts due under this Contract, and fails to cure such material breach has not been cured within sixty thirty (6030) days after receipt of written notice from the Non-Defaulting Party of such breach, or fails to commence to cure such breach by and diligently proceed with the Breaching Party from the Terminating Party cure if it is not possible to cure such breach within thirty (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice 30) days of such material breach. Any notice. 2) In the event of a termination of this Agreement Contract pursuant to this Section 10.3 Part 9.1.2, the Defaulting Party shall become effective at be responsible for all direct damages arising out of such termination, provided that the end Non-Defaulting Party shall take reasonable measures to mitigate its losses resulting from any breach of this Contract by the Defaulting Party. In addition, the Termination Price Adjustment specified in Part 9.1.4 shall be paid within 30 days of the Cure Period, unless the Breaching termination effective date. Termination of this Contract shall not relieve either Party has cured from any such material breach obligation which arose under this Contract prior to the expiration date of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereundertermination, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by including the payment of money Liquidated Damages for Availability pursuant to Part 11, or the taking of certain actions, payment for Unplanned Maintenance or Extra Work performed prior to such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedingstermination. The right foregoing shall be the Defaulting and the Non-Defaulting Parties sole and exclusive liability to each other for material breach of either Party to terminate this Agreement as provided in Contract or termination of this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this AgreementContract.

Termination for Material Breach. Either Party (the “Terminating Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in In the event the other that either Party (the “Breaching Party”) has materially breached shall be in material default of any of its material obligations under this Agreement, in addition to any other right and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by remedy the Breaching Party from the Terminating other Party (the “Cure Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement in its entirety by [...***...] ([…***…]) days prior written notice (the “Notice Period”). The written notice describing the alleged material breach shall provide sufficient detail ) to put the Breaching Party on notice Party, specifying the breach and its claim of such material breach. Any right to terminate; provided, that the termination of this Agreement pursuant to this Section 10.3 shall not become effective at the end of the Cure Period, unless Notice Period if the Breaching Party has cures the breach complained about during the Notice Period (or, if such default cannot be cured any within such material breach prior Notice Period, if the Breaching Party commences actions to cure such default within the expiration of Notice Period and thereafter diligently continues such Cure Period; provided actions). It is understood that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section 12.3 (Termination for Material Breach) shall not become effective unless be a remedy of last resort and until such material breach has been established in such proceedings and, may be invoked only in the event that, following such establishment, a cure may then case where the breach cannot be accomplished reasonably remedied by the payment of money damages or other remedy under applicable law. If either Party initiates a dispute resolution procedure as permitted under this Agreement prior to the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days end of the conclusion of Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such proceedingsprocedure, including any litigation following therefrom, the termination shall become effective only if and when such dispute is finally resolved through such dispute resolution procedure. The This Section 12.3 (Termination for Material Breach) defines exclusively the Parties’ right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in case of any way by such Party’s waiver material breach of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. Either The terminating Party (the “Terminating Party”) may terminate this Agreement (and all Ancillary Agreements) in its entirety, or on (a) a Licensed Field-by-Licensed Field basis or (b) a country-by-country and Product-by-basis or (c) on a Product by Product basis, in the event the other Party case of any of (the “Breaching Party”a) has materially breached this Agreementor (b) or (c), and to which such material breach has not been cured within sixty (60) days after receipt of relates, in each case, by written notice to the breaching Party, which notice will specify the nature of such breach by in reasonable detail. Such termination will become effective on the Breaching date that is [**] after delivery of the notice thereof except if, during the [**] notice period (i) the breaching Party from cures such breach, or (ii) if such breach (other than a payment breach) is not curable within such [**] notice period, (A) a plan to remedy the Terminating breach has been delivered to the terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice within [**] of such material breach. Any termination of this Agreement pursuant to this Section 10.3 shall become effective at notice, (B) the end of the Cure Period, unless the Breaching breaching Party has cured any such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunderpursues a cure of such breach in accordance with such plan, any and (C) (1) such breach is cured within [**] of the date of delivery of the notice of breach, or (2) if such breach is not cured within such [**] period, such termination pursuant to this Section shall not will become effective unless and until upon the expiration of such material breach has been established in such proceedings and[**] period. Notwithstanding the foregoing, in the event that, following such establishment, of a good faith dispute as to the existence or cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous a material breach under this Agreement (or any Ancillary Agreement), including any good faith dispute as to payments due under this Agreement, the relevant cure period with respect thereto will be tolled pending resolution of such dispute in accordance with the applicable provisions of this Agreement.

Termination for Material Breach. Either In the event that either Party ("Breaching Party") commits a material breach of any of its obligations hereunder, such material breach to include a breach of the “Terminating obligations under Section 4.2, the other Party hereto ("Non-Breaching Party”") may give the Breaching Party written notice of such material breach, which notice shall clearly identify the material breach, the intent to terminate this Agreement for such material breach and the actions or conduct that it considers to be an acceptable cure of such material breach. In the event that the Breaching Party fails to cure such material breach within [*****] in the event of a default in payment, and within [*****] in the event of any other breach, after the date of the Non-Breaching Party's notice thereof, the Non-Breaching Party may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in by giving written notice of termination to the event the other Party (the “Breaching Party”. In case the Party receiving a notice of a material breach ("Alleged Breaching Party") has disputes to have materially breached this Agreement, and such material breach has not been cured party shall provide written notice hereof to the other Party within sixty (60) days after [*****] following its receipt of written notice of termination. In such breach by the Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any event termination of this Agreement pursuant shall not occur if the Alleged Breaching Party within [*****] after such written notice refers the dispute for resolution through a dispute resolution panel of three (3) independent legal arbitrators with expertise in pharmaceutical licensing ("Dispute Resolution Panel"). Each Party shall nominate within [*****] of the request one arbitrator, while the third arbitrator shall be mutually agreed by the Parties within another [*****]. If the Parties are unable to agree on the third arbitrator, the third arbitrator shall be selected and nominated by the two arbitrators appointed by the Parties. Each Party shall submit to the Dispute Resolution Panel a written report setting forth its arguments to support or to rebut a material breach which justifies a termination for cause under this Section 10.3 13.3 within the later of (i) [*****] following a referral to the Dispute Resolution Panel, or (ii) [*****] after selection of such Dispute Resolution Panel. The Dispute Resolution Panel shall become effective meet face-to-face to discuss the written reports and shall be entitled, at the end its discretion to invite for a hearing representatives of the Parties or other Third Party experts, subject to each Third Party expert executing an appropriate confidentiality agreement. The Dispute Resolution Panel shall then select one of the proposals from the Parties, and shall not have the authority to render any substantive decision other than the proposal of either BI or CureVac. The decision of the Dispute Resolution Panel shall be final and binding on the Parties and the Party whose proposal has not been selected by the Dispute Resolution Panel will pay all costs of the Dispute Resolution Panel. If, as a result of such dispute resolution process, it is determined that the Alleged Breaching Party materially breached this Agreement and such Party does not cure such breach within [*****] after the date of the decision by the Dispute Resolution Panel (or within [*****] in the event of a default in payment) (the "Additional Cure Period"), unless the Breaching Party has cured any then such material breach prior to termination shall be effective as of the expiration of such the Additional Cure Period; provided that in the event a claim . Such dispute resolution proceeding does not suspend any obligations of material breach is being contested diligently and in good faith by appropriate proceedings either Party hereunder, and each Party shall use reasonable efforts to mitigate any damage. If as a result of such dispute resolution proceeding it is determined that the Alleged Breaching Party did not materially breach this Agreement (or such breach was cured during the Additional Cure Period), then no termination pursuant to shall be effective, and this Section Agreement shall not become effective unless continue in full force and until such material breach has been established in such proceedings andeffect. Notwithstanding the foregoing, in the event thatcase of an allegation that BI has failed to devote Commercially Reasonable Efforts in relation to a Licensed Vaccine or a Licensed Product, following such establishment, a cure may then be accomplished by CureVac shall not have the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as (a) if no Change of Control had occurred at the time of termination: following the first acceptance of a marketing authorization application/NDA filing in a Major Market Country; and (b) if a Change of Control had occurred at the time of termination: following initiation of or continuation into the first Phase III Clinical Trial of a Licensed Vaccine, provided that BI pays CureVac the amount of such damages that have been awarded by a dispute resolution proceeding pursuant to Section 15.6. Termination of this Agreement in accordance with this Section 10.3 13.3 shall not be affected in affect or impair the Non-Breaching Party's right to pursue any way legal remedy, including the right to recover direct damages, for any harm suffered or incurred by the Non-Breaching Party as a result of such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.breach. EXCLUSIVE COLLABORATION AND LICENSE AGREEMENT CONFIDENTIAL

Termination for Material Breach. (a) Either Party (the “Terminating Non-breaching Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, entirety (except as otherwise provided in the event this Section 15.2(a)) if the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the Terminating Non-Breaching Party (the “Cure Period”). The written notice describing ; provided, however, that, notwithstanding the alleged foregoing, termination pursuant to this Section 15.2(a) shall be on a Compound-by-Compound and Product-by-Product basis unless such material breach shall provide sufficient detail materially diminishes, or materially frustrates, the value of this Agreement to put the Breaching Non-breaching Party, taken as a whole, in which case the Non-breaching Party on notice of such material breachmay terminate this Agreement in its entirety. Any termination of this Agreement with respect to a Compound or Product, or in its entirety, pursuant to this Section 10.3 15.2(a) 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; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement with respect to a Compound or Product, or in its entirety, as provided in this Section 10.3 15.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement. (b) If the Parties reasonably and in good faith disagree as to whether there has been a material breach, including whether such breach was material, the Party that disputes whether there has been a material breach may contest the allegation in accordance with ARTICLE 16. Notwithstanding anything to the contrary contained in Section 15.2(a), the Cure Period for any Dispute will run from the date that written notice was first provided to the Breaching Party by the Non-Breaching Party through the resolution of such Dispute pursuant to ARTICLE 16, and it is understood and acknowledged that, during the pendency of a Dispute pursuant to this Section 15.2(b), all of the terms and conditions of this Agreement shall remain in effect, and the Parties shall continue to perform all of their respective obligations under this Agreement. (c) Notwithstanding the foregoing, following the execution of an Option Product License Agreement or Exercised Product License Agreement, the terms of such license agreement shall govern the handling of termination for material breach with respect to the activities that are the subject of such license agreement (which shall be on the basis of this Section 15.2) and any termination of this Agreement shall not affect the existence of such Option Product License Agreement or Exercised Product License Agreement.

Termination for Material Breach. Either If either Party (believes that the “Terminating other is in material breach of its obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party”) . The allegedly breaching Party shall have *** days from such notice to dispute such breach or commence a cure of the breach, and shall have *** days from such notice to complete such cure, except when the breach is a non-payment of payments owed, in which case such breach must be disputed or cured within *** days from the date of such breach notice. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the periods set forth above, then, subject to the rest of this Section 7.2(b), the Party originally delivering the notice of breach may terminate this Agreement in its entirety, effective on written notice of termination to the other Party. If the allegedly breaching Party in good faith disputes such material breach or on disputes the failure to cure or remedy such material breach and provides written notice of that dispute to the other Party within the period set forth above, the matter will be addressed under the dispute resolution provisions in Section 10.6; and the notifying Party may not terminate this Agreement until the date that it has been determined under Section 10.6 that the allegedly breaching Party is in material breach of this Agreement. Upon such date and for a countryperiod of *** days thereafter, this Agreement may be terminated by the non-by-country breaching Party by written notice to the breaching Party as follows: (i) if a First Commercial Sale has taken place in the U.S. and Product-by-Product basissuch breach pertains only to one or more particular country(ies) other than the U.S., then this Agreement may be terminated only with respect to such country(ies) in which such breach pertains; or (ii) for any other breach, this Agreement may be terminated in its entirety. For clarity, in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such of a material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). 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 Galaxy established pursuant to this Section 10.3 7.2(b), FivePrime shall become effective have the option, at the end of the Cure Periodits sole discretion, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to to: (A) terminate this Section shall not become effective unless and until such material breach has been established in such proceedings andAgreement, in the which event that, following such establishment, a cure may then be accomplished by the payment of money Section 7.6 shall apply; or the taking of certain actions, such payment or actions are not paid or taken within sixty (60B) days of the conclusion of such proceedings. The right of either Party to terminate maintain this Agreement as provided in this Section 10.3 effect, in which event Sections 3.2, 3.6 and 5.3(f) shall not be affected in any way by such Party’s waiver of no further force or failure to take action with respect to any previous breach under this Agreementeffect.

Termination for Material Breach. Either If either Party (the “Terminating Non-Breaching Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event believes that the other Party (the “Breaching Party”) has materially breached one or more of its material obligations under this AgreementAgreement (a “Material Breach”), and then the Non-Breaching Party may give the Breaching Party notice of such material breach Material Breach (a “Material Breach Notice”) specifying the nature of the breach. If the Breaching Party does not dispute that it has not been cured committed a Material Breach, then, if the Breaching Party fails to cure such breach, or fails to take steps as would be considered reasonable to effectively cure such breach, within sixty (60) [ * ] days after receipt of the Material Breach Notice, the Non-Breaching Party may terminate this Agreement upon written notice of such breach by to the Breaching Party. If the Breaching Party from disputes that it has committed a Material Breach, the Terminating Party (dispute shall be resolved pursuant to Section 10.5. If, as a result of the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put application of such dispute resolution procedures, the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant is determined to this Section 10.3 shall become effective at the end of the Cure Periodhave committed a Material Breach (an “Adverse Ruling”), unless then, if the Breaching Party has cured any fails to complete the actions specified by the Adverse Ruling to cure such material breach prior within [ * ] days after such ruling or such longer period as specified in the Adverse Ruling, the Non-Breaching Party may terminate this Agreement upon written notice to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedingsBreaching Party. The right of either Party to terminate this Agreement as provided set forth in this Section 10.3 5.2 shall not be affected in any way by such Party’s its waiver of of, or failure to take action with respect to to, any previous breach under this Agreementdefault.

Termination for Material Breach. Either Party (the “Terminating Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in In the event the other that either Party (the “Breaching Party”) has materially breached shall be in material default of any of its material obligations under this Agreement, in addition to any other right and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by remedy the Breaching Party from the Terminating other Party (the “Cure Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement in its entirety by *** (***) days prior written notice (the “Notice Period”). The written notice describing the alleged material breach shall provide sufficient detail ) to put the Breaching Party on notice Party, specifying the breach and its claim of such material breach. Any right to terminate; provided, that the termination of this Agreement pursuant to this Section 10.3 shall not become effective at the end of the Cure Period, unless Notice Period if the Breaching Party has cures the breach complained about during the Notice Period (or, if such default cannot be cured any within such material breach prior Notice Period, if the Breaching Party commences actions to cure such default within the expiration of Notice Period and thereafter diligently continues such Cure Period; provided actions). It is understood that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section 12.3 (Termination for Material Breach) shall not become effective unless be a remedy of last resort and until such material breach has been established in such proceedings and, may be invoked only in the event that, following such establishment, a cure may then case where the breach cannot be accomplished reasonably remedied by the payment of money damages or other remedy under applicable law. If either Party initiates a dispute resolution procedure as permitted under this Agreement prior to the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days end of the conclusion of Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such proceedingsprocedure, including any litigation following therefrom, the termination shall become effective only if and when such dispute is finally resolved through such dispute resolution procedure. The This Section 12.3 (Termination for Material Breach) defines exclusively the Parties’ right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in case of any way by such Party’s waiver material breach of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. Either Without prejudice and in addition to any other contractual remedy the non-breaching Party (may have with respect to this Agreement, either Party may, upon a material breach of this Agreement by the “Terminating other Party”) may , terminate this Agreement in its entirety, by providing [***] prior written notice (or on a country-by-country and Product-by-Product basis, [***]’ prior written notice in the event such material breach is solely based on the other Party breaching Party’s failure to pay any amounts due hereunder) to the breaching Party, specifying in such notice the breaching Party’s material breach and demanding its cure, with such termination being effective upon the end of such [***] (or [***], as applicable) cure period or, if applicable, the “Breaching Party”) has materially breached this Agreementend of the extended cure period set forth in the immediately following sentence, and such in each case if the applicable material breach has not then been cured within sixty (60) days after receipt of written notice of such breach by cured. Notwithstanding the Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged foregoing, with respect to a material breach shall provide sufficient detail that is not solely based on the breaching Party’s failure to put the Breaching Party on notice of pay any amounts due hereunder, if such material breach. Any termination of breach is not reasonably curable within the [***] cure period, the non-breaching Party’s right to terminate this Agreement pursuant to this Section 10.3 10.2.1 shall become effective at be suspended only if, and only for so long as, (x) the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and that includes a proposed extended cure period (not to exceed [***] after the original [***] cure period), (y) the non-breaching Party confirms in writing that such plan is reasonably acceptable to the non-breaching Party and (z) the breaching Party commits to and does carry out such plan no later than the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period; provided that extended cure period set forth in the event a claim written plan described in clause (x) of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreementsentence.

Termination for Material Breach. Either Each Party (shall have the “Terminating Party”) right, in addition to and not in limitation of any other right and remedies it may have at law or in equity, to terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within after sixty (60) days after receipt of prior written notice to the other upon the occurrence of such breach by any of the Breaching Party from following: A. Upon or after the Terminating bankruptcy, insolvency, dissolution or winding up of the other Party (other than a dissolution or winding up for the “Cure Period”purpose of reconstruction or amalgamation). The written notice describing ; or B. Upon or after the alleged breach of any material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination provision of this Agreement pursuant to this Section 10.3 shall become effective at by the end of other Party if the Cure Period, unless the Breaching breaching Party has not cured any such material breach prior to within the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days day period following written notice of termination by the conclusion non-breaching Party. If BMX is the non-breaching Party, all licenses granted to BMX under Section 3.1(a)of this Agreement which are in effect at the time of termination shall survive such proceedingstermination for so long as BMX is not in breach of its obligations to GP under this Agreement, which survive such termination so long as such licenses remain in effect. The Without limiting the foregoing, the Agreement is terminated due to BMX being the breaching Party, BMX shall immediately cease and desist from manufacturing, developing, upgrading, selling and distributing ANAIS Products (but without prejudice to BMX's right to conduct independent research and development activities with the BMX Technology). Notwithstanding any other provision of either this Agreement, a Party receiving a written notice of termination pursuant to subparagraph (b) above shall have the right to dispute the existence of a default or material breach or the adequacy or remedy thereof, the alleged breaching Party may require that the right to terminate this Agreement be determined by arbitration pursuant to Section 15.2 and in the event the arbitrator(s) determine that there were reasonable grounds for the alleged breaching party so charged to dispute termination and that the alleged breaching party acted in good faith, the arbitrator(s) may afford reasonable opportunity to cure upon such terms as provided they may direct. The Termination Date in this Section 10.3 the event of termination for breach shall not be affected the date duly fixed in any way valid notice of termination by the non-breaching Party (consistent with the aforesaid cure periods), except that in the case of any arbitration as to such Party’s waiver of or failure to take action with respect to any previous breach under this Agreementbreach, the arbitrators may determine the Termination Date.

Termination for Material Breach. Either (i) If either Party believes in good faith that the other is in material breach of this Agreement, then the non-breaching Party may deliver written notice of such breach to the other Party. For any such alleged material breach, the allegedly breaching Party shall have [***] (or, in the “Terminating Party”case of a payment breach, [***]) from the receipt of the initial notice to cure such breach. If the Party receiving notice of material breach fails to cure the breach within such [***] (or [***]) day period, then the non-breaching Party may terminate this Agreement in its entiretyentirety effective on written notice of termination to the other Party. Notwithstanding the foregoing, or on if such material breach (other than a countrypayment breach), by its nature, is curable, but is not reasonably curable within the [***] period, then such period shall be extended if the breaching Party provides a written plan for curing such breach to the non-bybreaching Party and uses commercially reasonable efforts to cure such breach in accordance with such written plan; provided, that no such extension shall exceed an additional [***] without the consent of the non-country and Product-by-Product basis, in breaching Party. (ii) In case the event Party alleged under Section 12.2(b)(i) to have committed a material breach of this Agreement (the “Defaulting Party”) by the other Party (the “Breaching Non-Defaulting Party”) has materially breached disputes the existence or materiality of such material breach, then the issue of whether the Non-Defaulting Party may properly terminate this AgreementAgreement on expiration of the applicable cure period shall be resolved in accordance with Section 13.6. If, as a result of such dispute resolution proceeding, it is determined that the Defaulting Party committed a material breach and the Defaulting Party does not cure such material breach has not been cured within sixty (60) days [***] after receipt of written notice the date of such breach by the Breaching Party from the Terminating Party determination (the “Additional Cure Period”). The written notice describing the alleged material breach , then such termination shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 10.3 shall become be effective at the end as of the expiration of the Additional Cure Period, unless . If the Breaching Party has cured any Parties dispute whether such material breach prior to the expiration of was so cured, such Cure Period; provided that dispute shall also be determined in the event a claim of material breach accordance with Section 13.6. This Agreement shall remain in full force and effect while any such dispute resolution proceeding is being contested diligently and in good faith by appropriate proceedings hereunderpending, any termination pursuant to this Section such proceeding shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right suspend any obligations of either Party hereunder, and each Party shall use reasonable efforts to terminate mitigate any damage. If, as a result of such dispute resolution proceeding, it is determined that (A) the Defaulting Party did not commit such breach, (B) such breach was not material or (C) such breach was cured in accordance with this Section 12.2(b), then no termination shall be effective, and this Agreement as provided shall continue in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreementfull force and effect.

Termination for Material Breach. Either Party (the “Terminating Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in In the event the other that either Party (the “Breaching Party”) has materially breached shall be in material default of any of its material obligations under this Agreement, in addition to any other right and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by remedy the Breaching Party from the Terminating other Party (the “Cure Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement in its entirety or with respect to the country or countries in the Territory to which such material default applies by *** (***) days prior written notice (the “Notice Period”). The written notice describing the alleged material breach shall provide sufficient detail ) to put the Breaching Party on notice Party, specifying the breach and its claim of such material breach. Any right to terminate; provided, that the termination of this Agreement pursuant to this Section 10.3 shall not become effective at the end of the Cure Period, unless Notice Period if the Breaching Party has cures the breach complained about during the Notice Period (or, if such default cannot be cured any within such material breach prior Notice Period, if the Breaching Party commences actions to cure such default within the expiration of Notice Period and thereafter diligently continues such Cure Periodactions); provided provided, further, that in the event that Licensee is the Party in material default and the default is with respect to Licensee’s failure to use Diligent Efforts as required under this Agreement with respect to the Initial POZEN Products in a claim of material breach particular Major Ex-U.S. Market Country, POZEN shall have the right to terminate this Agreement only with respect to such country and not in its entirety. It is being contested diligently and in good faith by appropriate proceedings hereunder, any understood that termination pursuant to this Section 12.3 (Termination for Material Breach) shall not become effective unless be a remedy of last resort and until such material breach has been established in such proceedings and, may be invoked only in the event that, following such establishment, a cure may then case where the breach cannot be accomplished reasonably remedied by the payment of money damages or other remedy under applicable law. If either Party initiates a dispute resolution procedure as permitted under this Agreement prior to the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days end of the conclusion of Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such proceedingsprocedure, including any litigation following therefrom, the termination shall become effective only if and when such dispute is finally resolved through such dispute resolution procedure. The This Section 12.3 (Termination for Material Breach) defines exclusively the Parties’ right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in case of any way by such Party’s waiver material breach of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. Either Party (the “Terminating Party”) This Agreement may terminate this Agreement be terminated in its entirety, or on a country-by-country and Product-by-Product basisbasis as set forth below, in at any time during the event Term upon written notice by either Party if the other Party (the “Breaching Party”) has materially breached breaches this Agreement, Agreement and such material breach has not been cured within sixty [*] (60or [*] for failure to make payment) days after receipt notice requesting cure of such breach; provided that, if the material breach in question relates to a particular country(ies), but not to the entire Territory, then the Agreement may only be terminated with respect to such country(ies) and not in its entirety; and provided further, that if such breach (other than failure to make a payment) is not reasonably capable of cure within such [*], but is capable of cure within [*] from such notice, the breaching Party may submit, within [*] of such notice, a reasonable cure plan to remedy such breach as soon as possible and in any event prior to the end of such [*] period, and, upon such submission, the [*] cure period shall be automatically extended for so long as the breaching Party continues to use diligent efforts to cure such breach in accordance with the cure plan, but for no more than [*] additional [*]. For the avoidance of doubt, the Parties agree that each of (a) the non-compete obligation pursuant to Section 2.7, (b) Zai’s diligence obligations pursuant to Sections 5.6, 6.1 and 8.3, and (c) the obligations related to Anti-Corruption Laws pursuant to Section 11.5 shall be deemed material terms of this Agreement. If the allegedly breaching Party in good faith disputes such material breach and provides written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). 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 pursuant to this Section 10.3 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior that dispute to the expiration of such Cure Period; provided that other Party within the applicable period set forth above, the matter shall be addressed under the dispute resolution provisions in Article 15, and the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such it has been determined under Article 15 that the allegedly breaching Party is in material breach has been established in of this Agreement. It is understood and acknowledged that during the pendency of such proceedings anda dispute, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days all of the conclusion terms and conditions of such proceedings. The right of either Party to terminate this Agreement as provided shall remain in this Section 10.3 effect and the Parties shall not be affected in any way by such Party’s waiver continue to perform all of or failure to take action with respect to any previous breach under this Agreementtheir respective obligations hereunder.

Termination for Material Breach. Either Party (the “Terminating Non-Breaching Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event the other Party (the “Breaching Party”) has materially breached commits a material breach of this Agreement, and such material breach (excluding breaches of payment obligations) has not been cured within sixty (60) days [***] after receipt of written notice of such breach by the Breaching Party from the Terminating Non-Breaching Party (the “Cure Period”). The Cure Period shall be [***] after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party for breaches of payment obligations. 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 pursuant to this Section 10.3 9.2 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; provided that in the event a claim of , or, if such material breach is being contested diligently not reasonably susceptible to cure within the Cure Period, then, the Non-Breaching Party’s right of termination shall be suspended only if, and in good faith by appropriate proceedings hereunderfor so long as, any termination pursuant the Breaching Party has provided to this Section shall not become effective unless and until the Non-Breaching Party a written plan that is reasonably calculated to effect a cure of such material breach has been established in breach, such proceedings and, in the event that, following such establishment, a cure may then be accomplished plan is accepted by the payment of money Non-Breaching Party (such acceptance not to be unreasonably withheld, delayed or conditioned), and the taking of certain actions, Breaching Party commits to and carries out such payment or actions are not paid or taken within sixty (60) days of plan as provided to the conclusion of such proceedingsNon-Breaching Party. The right of either Party to terminate this Agreement as provided in this Section 10.3 9.2 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. Either (i) If either Party (believes that the “Terminating other is in breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party”) . For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have [*…***…] from such notice to dispute or cure such breach; provided that if such breach is not reasonably capable of cure within such time period, the breaching Party may submit a cure plan reasonably acceptable to the non-breaching Party prior to the end of such time period, in which case the cure period shall be extended for up to an additional […***…], so long as the breaching Party is using Diligent Efforts to implement such cure plan during such cure period. For any breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have […***…] from the receipt of the notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the other Party. (ii) If the allegedly breaching Party in good faith disputes such material breach or disputes the failure to cure or remedy such material breach and provides written notice of that dispute to the other Party within the applicable period set forth above, the matter shall be addressed under the dispute resolution provisions in Section 14.7, and the notifying Party may not terminate this Agreement until it has been determined under Section 14.7 that the allegedly breaching Party is in material breach of this Agreement, and: (i) the CO-DEVELOPMENT AND CO-COMMERCIALIZATION AGREEMENT between CUREVAC and ARCTURUS Confidential breach cannot be cured; or (ii) if the breach can be cured, such breaching Party further fails to cure such breach within [*…***…] after the conclusion of that dispute resolution procedure, and in each case such termination shall then be effective upon written notification from the notifying Party to the breaching Party. (iii) Notwithstanding the foregoing, if the breach relates only to one or more, but not all types of Product (i.e., OTC Products, Co-Developed Arcturus Products or Co-Developed CureVac Products from each CureVac Program), then the non-breaching Party’s termination right will be with respect to the affected Products only, and not this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). 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 pursuant to this Section 10.3 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; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. Either Party (the “Terminating Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in In the event the other that either Party (the “Breaching Party”) has materially breached breaches any of its material obligations under this Agreement, in addition to any other right and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by remedy the Breaching Party from the Terminating other Party (the “Cure Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [**] or, if such material breach arises from failure to make a payment set forth in this Agreement, [**] (the “Notice Period”). The ) prior written notice describing (the alleged material breach shall provide sufficient detail “Termination Notice”) to put the Breaching Party on notice and specifying the breach and its claim of such material breach. Any right to terminate; provided that: (a) the termination of this Agreement pursuant to this Section 10.3 shall not become effective at the end of the Cure Period, unless applicable Notice Period if the Breaching Party has cured any such material cures the breach prior to the expiration of such Cure Period; provided that specified in the event a claim of material Termination Notice during the Notice Period (or, if such breach is being contested cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and diligently and in good faith by appropriate proceedings hereundercontinues such actions, any such termination pursuant to this Section shall not become effective unless for so long as the Breaching Party diligently continues such actions); and (b) if the Breaching Party initiates a dispute resolution procedure under Article 14 as permitted under this Agreement during the Notice Period regarding whether the Breaching Party materially breached any of its material obligations under this Agreement and until is pursuing such material procedure in good faith, the Notice Period set forth in this Section 13.2.1 shall be suspended and the termination shall become effective only if such breach has been established in remains uncured for [**] after the final resolution of the dispute through such proceedings anddispute resolution procedure (or, in if the event thatbreach cannot be cured within such [**], following as applicable, if the Breaching Party commences actions to cure such establishment, a cure may then be accomplished by the payment of money or the taking of certain breach within such period and thereafter diligently continues such actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 termination shall not be affected in any way by become effective for so long as the Breaching Party diligently continues such Party’s waiver of or failure to take action with respect to any previous breach under this Agreementactions).

Termination for Material Breach. Either Party (the “Terminating Party”i) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in In the event the other that either Party (the “Breaching Party”) is in material breach in the performance of any of its obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement in its entirety by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate. Such termination shall become effective upon expiration of the Notice Period, unless (i) the Breaching Party cures the breach specified in the Termination Notice during the Notice Period, or (ii) if such breach is curable but cannot be cured within the Notice Period, if the Breaching Party in good faith provides additional written notice of its intention to pursue a cure and commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions and cures such breach within [***] from the date such additional notice is sent (the “Tolling Period”). Subject to Section 11.2(a)(ii), any breach not cured within the Notice Period or the Tolling Period shall result in a termination that becomes effective on the later of the expiration of the Notice Period or if applicable, the Tolling Period. (ii) If the alleged Breaching Party disputes the existence or materiality of a breach specified in a Termination Notice provided by the Non-Breaching Party in accordance with Section 11.2(a)(i), and such alleged Breaching Party provides the Non-Breaching Party notice of such dispute within the Notice Period after receiving such Termination Notice, such dispute shall be resolved in accordance with Section 13.5. During the pendency of a Dispute under Section 13.5 relating to a Party’s alleged material breach of this Agreement, all of the terms and conditions of this Agreement shall remain in effect, and the Parties shall continue to perform all of their respective obligations hereunder. Without limiting the foregoing, during the pendency of a Dispute under Section 13.5 relating to a Party’s alleged material breach of this Agreement the Notice Period shall be tolled from the date the alleged Breaching Party notifies the Non-Breaching Party of such Dispute through the resolution of such Dispute in accordance with Section 13.5. For the avoidance of doubt, commencing on the date the alleged Breaching Party notifies the Non-Breaching Party of such Dispute, the Non-Breaching Party shall not have the right to terminate this Agreement pursuant to Section 11.2(a)(i) unless and until (x) the Parties’ Senior Officers, the Parties’ Chief Executive Officers, or the Arbitrators have determined in accordance with Section 13.5 that the alleged Breaching Party has in fact materially breached this Agreement, and (y) the Breaching Party has not cured such material breach has not been cured within sixty during the Notice Period (60as extended in accordance with the foregoing sentence). (iii) days after receipt of In the event Mabwell provides written notice of a material breach of this Agreement to Disc pursuant to Section 11.2(a)(i) and the breach cited in such notice was caused by any Sublicensee, Disc shall provide written notice promptly back to Mabwell identifying such Sublicensee and shall diligently exercise its rights and remedies under the corresponding sublicense agreement to cause such Sublicensee to cure such breach by within the Breaching Party from Notice Period or the Terminating Party Tolling Period, as applicable (it being understood that Disc shall have the “Cure Period”right to cure any such breach on behalf of such Sublicensee). The written notice describing Subject to Section 11.2(a)(ii), any such breach not cured within the alleged material breach Notice Period or the Tolling Period shall provide sufficient detail to put result in a termination that becomes effective on the Breaching Party on notice later of such material breach. Any termination the expiration of the Notice Period or if applicable, the Tolling Period; provided Mabwell may not terminate this Agreement pursuant to this Section 10.3 shall become effective at 11.2(a) with respect to such breach caused by a Sublicensee that is not an Affiliate of Disc if such breach is not capable of cure within the end of the Cure Notice Period or Tolling Period, unless the Breaching Party has cured any such material breach as applicable, and, prior to the expiration of such Cure the Notice Period or Tolling Period; provided that , as applicable, Disc terminates in its entirety the event a claim of material breach is being contested diligently corresponding sublicense agreement and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days provides written notice of the conclusion of such proceedings. The right of either Party same to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this AgreementMabwell.

Termination for Material Breach. Either 7.2.1 Any material failure by a Party to comply with any of its material obligations contained herein (the “Terminating PartyDefault”) may terminate will entitle the Party not in default to give to the Party in Default written notice specifying the nature of the Default, requiring the defaulting Party to make good or otherwise cure such Default. 7.2.2 If such Default is not cured within [***] after the receipt of notice pursuant to section 7.2.1 above (or, if such Default cannot be cured within such [***] period, if *** Certain information on this Agreement page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. the Party in its entiretyDefault does not commence actions to cure such Default within such [***] period and thereafter diligently continue such actions or if such Default is not otherwise cured within [***]after the receipt of such notice, or on a country-by-country and Product-by-Product basis, except in the event case of a payment Default, as to which the defaulting Party will have only a [***] cure period), the Party not in Default will be entitled, on written notice to the other Party (and without prejudice to any of its other rights conferred on it by this Agreement to seek a determination by a court of competent jurisdiction, in accordance with the “Breaching Party”) has materially breached this Agreementprocedures set forth in section 10.4 hereof, and that such Default constitutes a material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any this Agreement for which termination of this Agreement pursuant is authorized by law (such determination a “Finding of Justifiable Termination”). 7.2.3 Upon a Finding of Justifiable Termination, the Party not in default will be entitled, in addition to any other remedies available to it by law or in equity, to terminate this Section 10.3 shall become effective at the end of the Cure PeriodAgreement, unless the Breaching breaching Party has cured any such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken Default within sixty (60) days [***] after delivery of the conclusion Finding of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this AgreementJustifiable Termination.

Termination for Material Breach. Either If Celularity or TNK commits a material breach of this Agreement, the other Party (may provide to the “Terminating Party”) may alleged breaching Party a written notice specifying the nature of the breach, requiring the alleged breaching Party to make good or otherwise cure such breach, and stating its intention to terminate this Agreement if such breach is not cured. If such breach is not cured within ninety (90) days after the receipt of such notice, then subject to Section 6.2(a)(i), the Party not in default shall be entitled, without prejudice to any of its entiretyother rights conferred under this Agreement, and in addition to any other remedies available to it by law or on in equity, to terminate this Agreement by written notice to the breaching Party; provided, however, if the cause of the material breach is non-payment of the amounts due under this Agreement, then the cure period for such non-payment shall be fifteen (15) days from the date of notice of material breach by the non-breaching Party. (i) If the alleged breaching Party disputes in good faith the existence or materiality of a country-by-country and Product-by-Product basis, breach specified in the event a notice provided by the other Party in accordance with Section 6.2(a), and such alleged breaching Party provides the other Party notice of such dispute within fifteen (15) days of the “Breaching Party”date of the notice provided by the other Party in accordance with Section 6.2(a) and, with respect to payment, such alleged breaching Party pays any portion of such payment not in dispute, then the non-breaching Party will not have the right to terminate this Agreement under Section 6.2(a) unless and until (i) the arbitrators, in accordance with Section 6.2(a)(ii), have determined that the alleged breaching Party has materially breached this AgreementAgreement (an “Arbitral Decision”), and (ii) the alleged breaching Party has failed to cure such material breach has not been within ninety (90) days following such Arbitral Decision (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within sixty fifteen (6015) days after receipt of written notice of following such breach by the Breaching Party from the Terminating Party (the “Cure Period”an Arbitral Decision). The written notice describing Arbitral Decision will include a description of what is required to cure such breach. If the alleged material breach arbitrators determine that a Party should be regarded as the prevailing Party, then such prevailing Party in such arbitration shall provide sufficient detail to put be reimbursed by the Breaching other Party on notice for all of such material breachprevailing Party’s expenses related to such arbitration proceeding. Any termination It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement pursuant will remain in effect. (ii) The Arbitral Decision shall be reached, and the arbitration proceeding shall be conducted, in accordance with the simplified process procedures of the American Arbitration Association. The number of arbitrators shall be three, one of whom shall be appointed by each of the parties and the third of whom shall be selected by mutual agreement of the co-arbitrators with the input of the parties, within 30 days of the selection of the second arbitrator and thereafter by the American Arbitration Association. The seat of the arbitration will be New York, New York. The arbitration award rendered by the arbitrators shall be final and binding on the parties. Judgment on the award may be entered in any court having jurisdiction thereof. (iii) If the breach in dispute relates to any rights that have been sublicensed by Celularity and such breach is subject to any such sublicense agreement, the dispute resolution provisions of such sublicense agreement shall govern as to any conduct of such sublicensee and termination under this Section 10.3 6.2 for such breach shall become effective at the end be stayed pending resolution of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration dispute resolution provisions of such Cure Period; provided sublicense. (iv) As to termination by TNK, the Parties agree that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall 6.2(a) is a remedy to be invoked only if the breach cannot become effective unless be adequately remedied through a combination of specific performance and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreementdamages.

Termination for Material Breach. Either If either Party (believes in good faith that the “Terminating Party”) other is in material breach of its obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party stating the cause and proposed remedy. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** from such notice to dispute or cure such breach. For any breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have *** from the receipt of the notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the other Party. If the allegedly breaching Party in its entirety, or on a country-by-country good faith disputes such material breach and Product-by-Product basis, in the event provides written notice of that dispute to the other Party (within the “Breaching Party”) has materially breached this Agreementapplicable period set forth above, the matter shall be addressed under the dispute resolution provisions in Section 13.6(b), and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). 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 pursuant to this Section 10.3 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; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such it has been determined under Section 13.6(b) that the allegedly breaching Party is in material breach has been established in of this Agreement. It is understood and acknowledged that during the pendency of such proceedings anda dispute, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days all of the conclusion terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. Section 10.2(b)(i) shall not apply to or encompass a breach (or alleged breach) of BMS’s obligations pursuant to Section 4.1(b) or Section 6.2, which shall be governed solely by Section 10.2(b)(ii). No milestone payments by BMS will be due under Section 7.2 on milestones achieved during the period between the notice of termination under this Section 10.2(b)(i) and the effective date of termination; provided, however, if the allegedly breaching Party provides notice of a dispute pursuant to Section 10.2(b)(i) and such dispute is resolved in a manner in which no termination Confidential EXECUTION VERSION of this Agreement occurs, then upon such resolution BMS will promptly pay to Five Prime the applicable milestone payment for each milestone achieved during the period between the notice of termination under this Section 10.2(b)(i) and the resolution of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreementdispute.

Termination for Material Breach. (i) Either Party (the “Terminating Non-Breaching Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, entirety in the event the other Party (the “Breaching Party”) has materially breached this Agreement, Agreement and such material breach has not been cured (A) within sixty [***] Business days of receiving notice thereof with respect to any breach of any undisputed payment obligation under this Agreement and (60B) within [***] days after receipt of written receiving notice of such thereof with respect to any other breach by the Breaching Party from the Terminating Party (as applicable, the “Cure Period”). The written notice describing the alleged material breach shall will provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 10.3 shall 17.1 will 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; provided that in . (ii) If the event a claim of material breach is being contested diligently Parties reasonably and in good faith disagree as to whether there has been a material breach, including whether such breach was material and whether such breach has been cured, the Party that disputes whether there has been a material breach may contest the allegation in accordance with Article 14 of the License Agreement. The Parties agree that [***] shall be deemed a material breach of this Agreement; provided that [***]. Notwithstanding anything to the contrary contained in this Section 17.1, the Cure Period for any Dispute will run from the date that written notice was first provided to the Breaching Party by appropriate proceedings hereunderthe Non-Breaching Party through the resolution of such Dispute pursuant to Article 14 of the License Agreement, any termination and it is understood and acknowledged that, during the pendency of a Dispute pursuant this Section 17.1, all of the terms and conditions of this Agreement will remain in effect, and the Parties will continue to perform all of their respective obligations under this Agreement. (iii) If Myovant terminates this Agreement pursuant to this Section shall not become effective unless and until such 17.1(a) for Takeda’s material breach has been established in such proceedings andbreach, in the event that, following such establishment, a cure may then be accomplished by the payment Section 17.2.1 of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in shall apply. If Takeda terminates this Agreement pursuant to this Section 10.3 17.1(a) for Myovant’s material breach, then Section 17.2.2 of this Agreement shall apply, except that Myovant shall not be affected in permitted to cancel any way by such Party’s waiver of pending Purchase Orders where Takeda either: (1) [***], or failure to take action with respect to any previous breach under this Agreement(2) [***].

Termination for Material Breach. (a) Either Party (the “Terminating Non-Breaching Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, entirety in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within sixty [ ]* (60other than any breach for failure to pay, which shall be [ ]*) days after receipt of written notice of such breach by the Breaching Party from the Terminating Non-Breaching Party (the “Cure Period”). 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 pursuant to this Section 10.3 13.2(a) 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; provided that , or unless such allegedly breaching Party disputes such breach in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this accordance with Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings13.2(b). The right of either Party to terminate this Agreement as provided in this Section 10.3 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement. (b) If the Parties reasonably and in good faith disagree as to whether there has been a material breach, including whether such breach was material, the Party that disputes whether there has been a material breach may contest the allegation in accordance with Article 14. Notwithstanding anything to the contrary contained in Section 13.2(a), the Cure Period for any Dispute shall run from the date that written notice was first provided to the Breaching Party by the Non-Breaching Party through the resolution of such Dispute pursuant to Article 14, and it is understood and acknowledged that, during the pendency of a Dispute pursuant to this Section 13.2(b), all of the terms and conditions of this Agreement shall remain in effect, and the Parties shall continue to perform all of their respective obligations under this Agreement.

Termination for Material Breach. Either If either Party defaults in the performance of any of its material obligations under this Agreement and such default is not cured -------------------------------- *** Represents text deleted pursuant to a confidentiality request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. within *** days (the “Terminating "Default Cure Period") after notice (the "Default Notice") is received by the defaulting Party specifying, in reasonable detail, the nature of the default, the non-defaulting Party may, upon further notice to the defaulting Party”) may , terminate this Agreement in its entiretyAgreement, or on the Service Tower(s) (or any portion thereof affected by such default for which a countryseparate termination fee is specified in the applicable Charges Exhibit, provided however, that no termination fee shall be payable in cases where the termination is for material breach) affected by such default, as of the date specified in such notice of termination. Any non-by-country payment of a disputed amount under this Agreement pursuant to Section 19.04 shall not be considered a default under this Agreement. Any termination under this Section 24.04 shall be without limitation as to any other remedies that a Party may be entitled to under this Agreement. A Party shall be in default under this Agreement if upon the occurrence of events reasonably creating doubts as to such Party's ability or willingness to perform future obligations under this Agreement and Product-by-Product basissuch Party fails to provide within 10 days after written notice by the other Party such assurances of performance as are reasonably requested in writing by the other Party. Notwithstanding anything to the contrary contained in this Agreement, in the event of a dispute relating to or arising out of a Default Notice, the other Party (dispute resolution process set forth in Section 28.02 and Section 28.03 must be commenced and completed within the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Default Cure Period”). 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 pursuant to this Section 10.3 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; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. Either Party (the “Terminating Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in In the event the other that either Party (the “Breaching Party”) has materially breached breaches any of its material obligations under this Agreement, in addition to any other right and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by remedy the Breaching Party from the Terminating other Party (the “Cure PeriodNon-Breaching Party”). The written notice describing ) may have, the alleged Non-Breaching Party may terminate this Agreement by providing [***] and specifying the breach and its claim of right to terminate; provided that: ‌ ​ ‌ ​ ​ (a) to the extent that such material breach involves a failure to make a payment when due, the Notice Period shall provide sufficient detail be [***] after the Termination Notice is given to put the Breaching Party on notice of such material breach. Any Party; (b) the termination of this Agreement pursuant to this Section 10.3 shall not become effective at the end of the Cure Period, unless Notice Period if the Breaching Party has cured cures the breach specified in the Termination Notice during the Notice Period (or, other than any such material breach involving a failure to make a payment when due, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and diligently continues such actions, such termination shall not become effective for so long as the Breaching Party diligently continues such actions); (c) with respect to any alleged breach by Takeda of its diligence obligations set forth in Section ‎7.4, ACI shall first provide written notice to Takeda and the Parties shall meet within [***] after delivery of such notice to Takeda to discuss in good faith such alleged breach and Xxxxxx’s Development and Commercialization plans with respect to the applicable Licensed Product(s), which discussions shall be concluded before ACI may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the expiration conclusion of such Cure Periodgood faith discussions and the subsequent issuance of a Termination Notice by ACI); provided that in and (d) if either Party initiates a dispute resolution procedure under Section ‎14.5.1 as permitted under this Agreement during the event a claim of material breach Notice Period to resolve the dispute for which termination is being contested diligently sought and is pursuing such procedure in good faith by appropriate proceedings hereunderfaith, any the Notice Period set forth in this Section ‎13.2.1 shall be suspended and the termination shall become effective only if such breach remains uncured for [***] after the final resolution of the dispute through such dispute resolution procedure (or, if the breach cannot be cured within such [***] period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions, such termination shall not become effective for so long as the Breaching Party diligently continues such actions). It is understood that termination pursuant to this Section ‎13.2.1 shall not become effective unless be a remedy of last resort and until such material breach has been established in such proceedings and, may be invoked only in the event that, following such establishment, a cure may then case where the breach cannot be accomplished reasonably remedied by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreementdamages.

Termination for Material Breach. Either (a) Each Party (shall have the “Terminating Party”) may right to terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event entirety upon written notice to the other Party (the “Breaching Party”) has materially breached this Agreement, and if such other Party is in material breach of this Agreement and has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party within 90 days (or 30 days with respect to any payment breach) after notice from the Terminating terminating Party (requesting cure of the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any such termination of this Agreement pursuant to this Section 10.3 shall become effective at the end of the Cure Period, such 90-day (or 30-day with respect to any payment breach) period unless the Breaching breaching Party has cured any such material breach prior to the expiration end of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant period. Any right to terminate under this Section 9.2(a) shall not become effective unless be stayed and until such material breach has been established in such proceedings and, the cure period tolled in the event that, following during any cure period, the Party alleged to have been in material breach shall have initiated dispute resolution in accordance with Article 11 with respect to the alleged breach. Such stay and tolling shall continue until such establishmentdispute has been resolved in accordance with Article 11. (b) For clarity, in the event of material breach of this Agreement by Chimerix that is not cured within the applicable notice period set forth in Section 9.2(a), SymBio, at its sole discretion, may either: (i) terminate this Agreement in accordance with Section 9.2(a) (in addition to pursuing any remedy that may be available to SymBio at law or in equity as a cure result of Chimerix’s breach of this Agreement); or (ii) elect (A) not to terminate this Agreement, (B) to retain the license granted under Section 2.1, subject to all terms and conditions hereof, and (C) pursue any remedy that may then be accomplished by the payment available to SymBio at law or in equity as a result of money or the taking Chimerix’s breach of certain actionsthis Agreement, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The without prejudice to SymBio’s right of either Party to terminate this Agreement as provided in at a later date pursuant to Section 9.2(a) (for that uncured material breach or any other uncured material breach of this Agreement by Chimerix) or pursuant to Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement9.3.

Termination for Material Breach. Either Party (the “Terminating Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in In the event the other that either Party (the “Breaching Party”) has materially breached defaults in the performance of any of its material obligations under this AgreementAgreement relating to a particular Collaboration Combination or Licensed Combination, other than the obligations set forth in Sections 3.3 or 4.1 hereof and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by other than a default described in Section 11.4, in addition to any other right and remedy the Breaching Party from the Terminating other Party (the “Cure Complaining Party”) may have, the Complaining Party may terminate this Agreement solely with respect to such Collaboration Combination or Licensed Combination by thirty (30) days prior written notice (the “Notice Period”). The written notice describing the alleged material breach shall provide sufficient detail ) to put the Breaching Party on notice Party, specifying the breach and its claim of such material breach. Any right to terminate, provided always that the termination of this Agreement pursuant to this Section 10.3 shall not become effective at the end of the Cure Period, unless Notice Period if the Breaching Party has cures the breach complained about during the Notice Period (or, if such default cannot be cured within such thirty (30) day period, if the Breaching Party commences actions to cure such default within the Notice Period and thereafter diligently continues such actions). If either Party initiates a dispute resolution procedure as permitted under this Agreement within thirty (30) days following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, including any litigation following therefrom, the termination shall become effective only if and when allowed through such dispute resolution procedure finally resolved. This Section 11.2 defines exclusively the Parties’ right to terminate in case of any material breach prior to of contract other than a breach of Section 3.3 or 4.1 hereof. Notwithstanding the expiration foregoing, upon the third occurrence of such Cure Period; provided that in the event a claim default by Fovea of a material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate obligation under this Agreement as provided in this Section 10.3 shall relating to a Collaboration Combination which default is not be affected in cured within the 30-day period described above, CombinatoRx may immediately terminate all grants to Fovea of Intellectual Property and any way by such Party’s waiver of or failure other licenses relating to take action with respect to any previous breach under this Agreementall Licensed Combinations.

Termination for Material Breach. Either (i) If either Party (believes in good faith that the “Terminating Party”) other is in material breach of its obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party stating the cause and proposed remedy. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have [***] from such notice to dispute or cure such breach, provided that if such breach is not reasonably capable of cure within such [***] period, but is capable of cure within [***] from such notice, the breaching Party may submit, within [***] of such notice, a reasonable cure plan to remedy such breach as soon as possible and in any event prior to the end of such [***], and, upon such submission, the [***] cure period shall be automatically extended for so long as the breaching Party continues to use diligent efforts to cure such breach in accordance with the cure plan, but for no more than [***]. For any breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have [***] from the receipt of the notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the other Party. If the allegedly breaching Party in its entirety, or on a country-by-country good faith disputes such material breach and Product-by-Product basis, in the event provides written notice of that dispute to the other Party (within the “Breaching Party”) has materially breached this Agreementapplicable period set forth above, the matter shall be addressed under the dispute resolution provisions in Article 15, and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). 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 pursuant to this Section 10.3 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; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such it has been determined under Article 15 that the allegedly breaching Party is in material breach has been established in of this Agreement. It is understood and acknowledged that during the pendency of such proceedings anda dispute, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days all of the conclusion terms and conditions of such proceedingsthis Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. The Section 14.2(b)(i) shall not apply to or encompass a breach (or alleged breach) of Zai’s diligence obligations pursuant to Section 5.1 or Section 8.1, which shall be governed solely by Section 14.2(b)(ii). (ii) (1) Subject to the provisions of this Section 14.2(b)(ii), Five Prime shall have the right of either Party to terminate this Agreement as provided in its entirety if Zai is in material breach of its diligence obligations pursuant to Section 5.1 and Five Prime shall have the right to terminate this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action Agreement on a region-by-region basis with respect to any previous all Licensed Products in such region in the Territory if Zai is in material breach under of its diligence obligations pursuant to Section 8.1 with respect to such region; provided, however, this AgreementAgreement shall not so terminate unless (A) Five Prime provides Zai with written notice of Five Prime’s intent to terminate, stating the reasons and justification for such termination and recommending steps which Five Prime believes Zai should take to cure such alleged breach, and (B) Zai, or its Affiliates or sublicensee, has not (x) during the [***] period following such notice, provided Five Prime with a plan for curing such breach and (y) during the [***] period following such notice carried out such plan and cured such alleged breach (subject to extension as set forth in Section 14.2(b)(i) above).

Termination for Material Breach. Either If a Party (materially breaches any of its obligations under this Agreement, in addition to any other right and remedy the “Terminating Party”) other Party may have, the non-breaching Party may terminate this Agreement in its entirety, or on by providing ninety (90) days’ prior written notice (thirty (30) days’ prior written notice if the material breach is a country-by-country failure to pay an amount due and Product-by-Product basis, in the event payable under this Agreement) to the other Party (such applicable timeframe, the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Notice Period”). The written , such notice describing to specify the alleged material breach and the notifying Party’s claim of right to terminate; provided that (a) the termination shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 10.3 shall not become effective at the end of the Cure Notice Period if the breaching Party cures the breach specified in the termination notice during the Notice Period (or, if such default cannot be cured within the Notice Period, unless if the Breaching breaching Party has cured any commences appropriate and material actions to cure such material breach prior within the Notice Period and thereafter diligently continues such actions for a period not to exceed ninety (90) days), and (b) if either Party initiates a dispute resolution procedure under Section 15.1 within thirty (30) days after delivery of a termination notice to resolve the expiration of such Cure Period; provided that in the event a claim of material breach dispute for which termination is being contested sought and is diligently and in good faith by appropriate proceedings hereunderpursuing such procedure, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided period set forth in this Section 10.3 14.2 shall not be affected in any way by such Party’s waiver of or failure to take action tolled and the termination shall become effective (i) with respect to any previous breach under this Agreementthat is capable of being cured, if the breaching Party does not implement the remedy for such breach determined by the Arbitrators through such dispute resolution procedure within the timeframe established by the Arbitrators or (ii) with respect to any breach that is not capable of being cured, upon the final decision of the Arbitrators granting the terminating Party’s request to terminate.

Termination for Material Breach. Either In the event that either Party shall be in material breach in the performance of any of its obligations under this Agreement (the “Breaching Party”), in addition to any other right and remedy the other Party (the “Terminating Complaining Party”) may have, the Complaining Party may terminate this Agreement by giving notice in writing specifying the breach and its claim of right to terminate; provided, however, that if the breach is remediable, the Breaching Party shall have ninety (90) days (or forty-five (45) days for any payment breach) (the “Notice Period”) to rectify the breach and termination shall become effective at the end of the Notice Period only if the Breaching Party fails to cure the breach complained about during (i) the Notice Period or, (ii) if such breach (other than any payment breach) has not been cured within such 90-day period, if the Breaching Party has commenced actions to cure such breach within the Notice Period and thereafter uses reasonable efforts to cure such breach, such longer period as is reasonably required to cure such breach, but in any event, not to exceed ninety (90) days following expiration of the Notice Period; provided further, that, if Sanofi is the Breaching Party and the breach is with respect to Sanofi’s failure to comply with its obligation to use Commercially Reasonable Efforts with respect to (x) the United States, MannKind may terminate this Agreement in its entirety, and (y) any Major Market (other than the United States) or on a country-by-country […***…] Country, MannKind may terminate this Agreement only with respect to such Major Market or […***…] Country (as applicable) and Product-by-Product basis, not in its entirety. If the event the other Breaching Party (the “Breaching Party”) disputes in good faith that it has materially breached one of ***Confidential Treatment Requested 51. its obligations under this Agreement, and such material breach has termination shall not been cured within sixty (60) days after receipt of written notice take effect pending resolution of such breach by dispute pursuant to Article 14. If, as a result of the application of such dispute resolution procedures, the Breaching Party from the Terminating Party is determined to be in material breach of one or more of its obligations under this Agreement (the an “Cure PeriodAdverse Ruling”). The written notice describing the alleged material breach shall provide sufficient detail to put , then if the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant fails to this Section 10.3 shall become effective at complete the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished actions specified by the payment of money or the taking of certain actions, Adverse Ruling to cure such payment or actions are not paid or taken breach within sixty ninety (6090) days of (or forty five (45) days for any payment breach) after such Adverse Ruling, then the conclusion of such proceedings. The right of either Complaining Party to may terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such upon written notice to the Breaching Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. Either Party (the “Terminating Party”) This Agreement may terminate this Agreement be terminated in its entirety, or on a country-by-country and Product-by-Product basisbasis as set forth below, in at any time during the event Term upon written notice by either Party if the other Party (the “Breaching Party”) has materially breached breaches this Agreement, Agreement and such material breach has not been cured within sixty [********] (60or [********] for failure to make payment) days after receipt notice requesting cure of such breach; provided that, if the material breach in question relates to a particular country(ies), but not to the entire Territory, then the Agreement may only be terminated with respect to such country(ies) and not in its entirety; and provided further, that if such breach (other than failure to make a payment) is not reasonably capable of cure within such [********], but is capable of cure within [********] from such notice, the breaching Party may submit, within [********] of such notice, a reasonable cure plan to remedy such breach as soon as possible and in any event prior to the end of such [********] period, and, upon such submission, the [********] cure period shall be automatically extended for so long as the breaching Party continues to use diligent efforts to cure such breach in accordance with the cure plan, but for no more than [********] additional [********]. For the avoidance of doubt, the Parties agree that each of (a) the non-compete obligation pursuant to Section 2.7, (b) Zai’s diligence obligations pursuant to Sections 5.6, 6.1 and 8.3, and (c) the obligations related to Anti-Corruption Laws pursuant to Section 11.5 shall be deemed material terms of this Agreement. If the allegedly breaching Party in good faith disputes such material breach and provides written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). 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 pursuant to this Section 10.3 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior that dispute to the expiration of such Cure Period; provided that other Party within the applicable period set forth above, the matter shall be addressed under the dispute resolution provisions in Article 15, and the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such it has been determined under Article 15 that the allegedly breaching Party is in material breach has been established in of this Agreement. It is understood and acknowledged that during the pendency of such proceedings anda dispute, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days all of the conclusion terms and conditions of such proceedings. The right of either Party to terminate this Agreement as provided shall remain in this Section 10.3 effect and the Parties shall not be affected in any way by such Party’s waiver continue to perform all of or failure to take action with respect to any previous breach under this Agreementtheir respective obligations hereunder.

Termination for Material Breach. Either (a) If either Party (the “Terminating non-breaching Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event believes the other Party (the “Breaching Partyalleged breaching party”) has materially breached is in material breach of any of such alleged breaching Party’s obligations under this Agreement, the non-breaching Party may give notice of such breach to the alleged breaching Party, and the alleged breaching Party shall have sixty (60) days in which to remedy such material breach or establish that it is not in material breach hereunder. Subject to Section 14.2(b), if such alleged material breach is not remedied in the time period set forth above, the non-breaching Party shall be entitled, without prejudice to any of its other rights conferred on it by this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement upon written notice to the alleged breaching Party. (b) If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the non-breaching Party pursuant to Section 14.2(a), and the alleged breaching Party provides notice to the non-breaching Party of such dispute within fifteen (15) days after receipt of such notice, the non-breaching Party shall not have the right to terminate this Agreement unless and until the existence of such material breach by the alleged breaching Party has not been cured determined in accordance with the dispute resolution procedures set forth in Section 15.8 (each such termination delay, a “Toll Period”) and the breaching Party fails to cure such default within sixty (60) days after receipt following such determination; provided that, if it is determined that such material breach occurred and such breach is not cured within such sixty (60) day period, then, for purposes of written Section 14.4(c)(iii), this Agreement shall be deemed to have been terminated as of the date of delivery of notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”under Section 14.2(a). The written notice describing During the alleged material breach shall provide sufficient detail to put the Breaching Party on notice pendency of such material breach. Any termination a dispute, all of the terms and conditions of this Agreement pursuant shall remain in effect and the Parties shall continue to this Section 10.3 shall become effective at the end perform all of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings their respective obligations hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. Either In the event of an alleged material breach of this Agreement by a Party, the other Party must give the Party that is allegedly in default notice thereof if such non-breaching party intends to terminate the Agreement pursuant to this Section 11.2.1. Any dispute regarding an alleged material breach of this Agreement shall be resolved in accordance with this Article. It is the Parties’ express intent that consideration shall first and foremost be given to remedying any breach of this Agreement through the payment of monetary damages or such other legal or equitable remedies as shall be appropriate under the circumstances, as decided, in each case, according to the provisions of Article 12 (the “Terminating Party”) may Dispute Resolution), and that there shall only be a limited right to terminate this Agreement as a matter of last resort. If, however, a Party receives a notice of material breach that relates solely to the payment of amounts due hereunder, and (i) there is no dispute as to the amounts owed and (ii) such breach for non-payment is not cured within ninety (90) days after receipt of such notice, the notifying Party shall be entitled to immediately terminate this Agreement by giving written notice to the defaulting Party. In the event that the neutral (as defined in its entirety, or on a country-by-country and Product-by-Product basisArticle 12 (Dispute Resolution), in accordance with the event the other procedures set forth in Article 12, has rendered a ruling that a Party (the “Breaching Party”) has materially breached this Agreement, which ruling specified the remedies imposed on such breaching Party for such breach, and the breaching Party has failed to comply with the terms of such adverse ruling within the time period specified therein for compliance, or if such compliance cannot be fully achieved by such date, the breaching Party has failed to commence compliance and/or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or in the event the material breach has cannot been cured within sixty (60be remedied, then in each case the non-breaching Party shall then in each case the non-breaching Party shall have the following rights: a) days after receipt of if SPA is the breaching Party that failed to cure such breach or, if applicable comply with an adverse ruling and if the basis for such breach is SPA’s failure to abide by a material obligation under this Agreement, RTU may terminate this Agreement with respect only to such specific Drug Substance or Drug Product(s) to which such breach relates to by delivering written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). 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 pursuant to this Section 10.3 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to SPA after the expiration of such Cure Period; provided that the period during which SPA was to comply as set forth in the event a claim of material adverse ruling (if applicable) or may at its option continue this Agreement in effect and seek monetary or relief against SPA in an amount commensurate with the damages suffered;; and b) if RTU is the breaching Party that failed to cure such breach or, if applicable, comply with an adverse ruling and if the basis for such breach is being contested diligently and in good faith RTU’s failure to abide by appropriate proceedings hereundera material obligation under this Agreement, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure SPA may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect only to any previous such specific Drug Substance or Drug Product(s) to which such breach under relates to by delivering written notice to RTU after the expiration of the period during which RTU was to comply as set forth in the adverse ruling (if applicable) or may at its option continue this AgreementAgreement in effect and seek monetary relief against SPA in an amount commensurate with the damages suffered;.

Termination for Material Breach. Either If either Party (believes that the “Terminating other is in material breach of its obligations hereunder or material breach of any representation or warranty set forth in this Agreement, then the non-breaching Party may deliver notice of such breach to the other Party”) . For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have [*] days from such notice to dispute or cure such breach. For any breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have [*] days from the receipt of the notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the other Party. If the allegedly breaching Party in its entirety, good faith disputes such material breach or on a country-by-country disputes the failure to cure or remedy such material breach and Product-by-Product basis, in the event provides written notice of that dispute to the other Party (within the “Breaching Party”) has materially breached this Agreementapplicable period set forth above, the matter shall be addressed under the dispute resolution provisions in Section 15.6, and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). 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 pursuant to this Section 10.3 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; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until it has been determined under Section 15.6 that the allegedly breaching Party is in material breach of this Agreement. Notwithstanding the foregoing, if the material breach [*] and provided that such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in [*] under this Section 10.3 12.2(b) shall not be affected in any way by such Party’s waiver of or failure to take action [*] with respect to such [*]. If any previous material breach [*] and provided that such material breach [*] under this AgreementSection 12.2(b) shall be [*] with respect to such [*].

Termination for Material Breach. 15.2.1 Either Party (the “Terminating Non-breaching Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, entirety in the event of a material breach of this Agreement by the other Party (the “Breaching Party”) has materially breached this Agreement), and such material breach has not been cured within sixty (60) days after receipt of by providing [***] days’ prior written notice of such breach by to the Breaching Party from the Terminating Party (the “Cure Period”). The written Such notice describing shall reasonably describe the alleged material breach shall provide in sufficient detail to put the Breaching Party on notice and clearly state the Non-breaching Party’s intent to terminate this Agreement if the alleged breach is not cured within the Cure Period. Notwithstanding the foregoing: (i) the Cure Period in connection with a material breach of such material breach. Any termination a payment obligation under ARTICLE 10 of this Agreement pursuant to this Section 10.3 or ARTICLE VI of the Profit Share Product Exhibit shall become effective at be [***] days; and (ii) if the end of alleged material breach (other than a payment breach), by its nature, is curable, but is not reasonably curable within the Cure Period, then such Cure Period shall be extended if the Breaching Party provides a written plan for curing such breach to the Non-breaching Party and uses [***] Efforts to cure such breach in accordance with such written plan, provided that no such extension shall exceed [***] days without the consent of the Non-breaching Party. 15.2.2 If the 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 Section 15.2.1, and the Breaching Party provides the other Party notice of such dispute within the Cure Period, then the non-breaching Party shall not have the right to terminate this Agreement under Section 15.2.1 unless and until (i) the dispute resolution process in ARTICLE 16 has finally determined that the Breaching Party has cured any materially breached this Agreement and (ii) the Breaching Party fails to cure such material breach prior to within ninety [***] (or [***] days in the expiration case of the breach of a payment obligation) following such final determination. It is understood and agreed that, during the pendency of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunderdispute, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days all of the conclusion terms and conditions of such proceedings. The right of either Party to terminate this Agreement as provided shall remain in this Section 10.3 effect and the Parties shall not be affected in any way by such Party’s waiver continue to perform all of or failure to take action with respect to any previous breach under this Agreementtheir respective obligations hereunder.

Termination for Material Breach. Either Party (Upon and subject to the “Terminating Party”) may terminate terms and conditions of this Section 19.3, this Agreement shall be terminable by a Party in its entirety, or on a country-by-country and Product-by-Product basis, in the event entirety if the other Party (the “Breaching Party”) has materially breached commits a material breach of this Agreement. Such notice of termination shall set forth in reasonable detail the facts underlying or constituting the alleged breach (and specifically referencing the provisions of this Agreement alleged to have been breached), and the termination which is the subject of such notice shall be effective ninety (90) days after the date such notice is given unless the breaching Party shall have cured such breach within such ninety (90) day period (or, if such material breach, by its nature, is a curable breach but such breach is not curable within such ninety (90) day period, such longer period not to exceed one hundred eighty (180) days so long as the breaching party is using Commercially Reasonable Efforts to cure such breach, in which event if such breach has not been cured within sixty (60) days after receipt cured, such termination shall be effective on the earlier of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). 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 pursuant to this Section 10.3 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; provided that in one hundred eighty (180) day period or such time as the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant breaching party ceases to this Section shall not become effective unless and until use Commercially Reasonable Efforts to cure such material breach has been established in such proceedings andbreach). Notwithstanding the foregoing, in the event thatcase of breach of a payment obligation hereunder, following such establishmentthe ninety (90) day period referred to in the immediately preceding sentence shall instead be thirty (30) days (and the immediately preceding parenthetical clause in the immediately preceding sentence shall not apply). For purposes of this Section 19.3, the term “material breach” shall mean a cure may then breach by a Party that substantially undermines the benefits reasonably expected to be accomplished realized by the payment of money or non-breaching Party from the taking of certain actionsCollaboration, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreementa whole.

Termination for Material Breach. Either If either Party (materially breaches this Agreement, then the “Terminating Party”) non-breaching Party may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event by delivering notice of such material breach to the other Party, which notice shall (i) expressly reference this Section 13.2(b), (ii) reasonably describe the alleged material breach which is the basis of such termination, and (iii) clearly state the non-breaching Party’s intent to terminate this Agreement if the alleged material breach is not cured within [***] after the alleged breaching Party’s receipt of such notice. If the alleged material breach occurred and is not cured within such [***], this Agreement shall terminate automatically. Notwithstanding the foregoing, (A) if such material breach, by its nature, is curable, but is not reasonably curable within [***], then such cure period shall be extended if the alleged breaching Party provides a written plan for curing such breach to the non-breaching Party and uses Commercially Reasonable Efforts to cure such breach in accordance with such written plan; provided, however, that no such extension shall exceed [***] without the written consent of the non-breaching Party; and (B) if the “Breaching Party”alleged breaching Party disputes (1) whether it has materially breached this Agreement, and (2) whether such material breach is reasonably curable within the applicable cure period, or (3) whether it has not been cured such material breach within sixty (60) days the applicable cure period, in each case provided that the breaching Party notifies the non-breaching Party in writing of any such dispute within [***] after the non-breaching Party’s receipt of written notice the termination notice, such dispute shall be resolved pursuant to Article 14, and this Agreement may not be terminated during the pendency of such breach by dispute resolution procedure. During the Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice pendency of such material breach. Any termination dispute, the applicable cure period shall be tolled, all the terms of this Agreement pursuant shall remain in effect, and the Parties shall continue to this Section 10.3 shall become effective at the end perform all of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings their respective obligations hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. Either If either Party believes that the other is in material breach of its obligations hereunder or material breach of any representation or warranty set forth in this Agreement, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement (other than amounts disputed in good faith), the “Terminating Party”) allegedly breaching Party shall have [**] days from such notice to cure such breach. For any breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have [**] days from the receipt of the notice to cure such breach. If the Party receiving notice of breach fails to cure that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement in its entirety, entirety or on a country-by-country and Product-by-Product basisbasis immediately upon written notice to the other Party. NewCo acknowledges and agrees that any breach of Section 2.7, 2.9, 4.2, or 7.2 or any breach of Article 10 with respect to any trade secret shall be deemed material breach of this Agreement. Notwithstanding anything herein to the contrary, in the event the other Party that NewCo fails to fulfill its diligence obligations under Section 4.2 with regard to a certain Product (the “Breaching Party”) has materially breached this Agreement, and does not cure such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). 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 pursuant to failure as provided in this Section 10.3 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any 13.2(a) or dispute such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and failure in good faith by appropriate proceedings hereunderfaith), any termination pursuant to this Section then ADCT shall not become effective unless and until such material breach has been established in such proceedings and, in have the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 13.2(a) solely in respect of the applicable Product; provided, however, if the applicable Product is ADCT-402, then ADCT may elect to terminate this Agreement in part (i.e., solely in respect of ADCT-402) or in its entirety (i.e., in respect of all Products). For clarity, NewCo shall not be affected deemed to have met its diligence obligations if NewCo carries out the Development and Commercialization activities assigned to it under the then-current Development Plan and Commercialization Plan in any way accordance with such plan, so long as such plan was approved by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreementthe JSC unanimously.

Termination for Material Breach. Either In the event that either Party shall be in material breach in the performance of any of its obligations under this Agreement (the “Breaching Party”), in addition to any other right and remedy the other Party (the “Terminating Complaining Party”) may have, the Complaining Party may terminate this Agreement by giving notice in writing specifying the breach and its claim of right to terminate; provided, however, that if the breach is remediable, the Breaching Party shall have ninety (90) days (or forty-five (45) days for any payment breach) (the “Notice Period”) to rectify the breach and termination shall become effective at the end of the Notice Period only if the Breaching Party fails to cure the breach complained about during (i) the Notice Period or, (ii) if such breach (other than any payment breach) has not been cured within such 90-day period, if the Breaching Party has commenced actions to cure such breach within the Notice Period and thereafter uses reasonable efforts to cure such breach, such longer period as is reasonably required to cure such breach, but in any event, not to exceed ninety (90) days following expiration of the Notice Period; provided further, that, if PAC is the Breaching Party and the breach is with respect to PAC’s failure to comply with its obligation to use Commercially Reasonable Efforts with respect to (x) the United States, PEM may terminate this Agreement in its entirety, and (y) any Major Market (other than the United States) or on a country-by-country Country, PEM may terminate this Agreement only with respect to such Major Market or Country (as applicable) and Product-by-Product basis, not in its entirety. If the event the other Breaching Party (the “Breaching Party”) disputes in good faith that it has materially breached one of its obligations under this Agreement, and such material breach has termination shall not been cured within sixty (60) days after receipt of written notice take effect pending resolution of such breach by dispute pursuant to Article 14. If, as a result of the application of such dispute resolution procedures, the Breaching Party from the Terminating Party is determined to be in material breach of one or more of its obligations under this Agreement (the an “Cure PeriodAdverse Ruling”). The written notice describing the alleged material breach shall provide sufficient detail to put , then if the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant fails to this Section 10.3 shall become effective at complete the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished actions specified by the payment of money or the taking of certain actions, Adverse Ruling to cure such payment or actions are not paid or taken breach within sixty ninety (6090) days of (or forty five (45) days for any payment breach) after such Adverse Ruling, then the conclusion of such proceedings. The right of either Complaining Party to may terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such upon written notice to the Breaching Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. Either (i) This Agreement may be terminated by a Party (the “Terminating Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event upon written notice to the other Party (if the “Breaching Party”) has materially breached this Agreement, and such other Party is in material breach of this Agreement and has not been cured such breach within sixty [...***...] (60[…***…] with respect to any payment breach under Section 7.1, [...***...] with respect to any payment breach under Sections 7.2 and 7.3, along with interest as provided for in Section 8.7) days after receipt of written notice of such breach by the Breaching Party from the Terminating terminating Party (requesting cure of the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any such termination of this Agreement pursuant to this Section 10.3 shall become effective at the end of the Cure Periodsuch [...***...] ([…***…] with respect to any payment breach under Section 7.1, [...***...] with respect to any payment breach under Sections 7.2 and 7.3, along with any interest as provided for in Section 8.7) period unless the Breaching breaching Party has cured any such material breach or default prior to the expiration end of such Cure Periodperiod; provided provided, however, that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant right to terminate this Agreement under this Section shall not become effective unless be stayed and until such material breach has been established in such proceedings and, the cure period tolled in the event that, following such establishmentduring any cure period, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60Party alleged to have been in material breach shall have initiated dispute resolution in accordance with Section 15.1(b) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous the alleged breach, which stay and tolling shall continue until such dispute has been resolved in accordance with Section 15.1(b). (ii) Notwithstanding Section 14.2(b)(i), solely in the event of Cardiome’s material breach of its obligations under Section 6.3 or Section 6.4 in either Europe or Canada (but not both of such Regions), SteadyMed shall have the right to terminate all rights and licenses granted to Cardiome under this Agreement with respect solely to such Region, upon [...***...] written notice to Cardiome, if Cardiome has not cured such material breach by the end of such [...***...] period, in which event, from and after the effectiveness of such notice of termination, the Territory shall be deemed to exclude such Region for all purposes under this Agreement, but this Agreement shall otherwise remain in full force and effect in accordance with its terms; provided, however, that any right to terminate under this Section 14.2(b)(ii) shall be stayed and the cure period tolled in the event that, during any cure period, Cardiome shall have initiated dispute resolution in accordance with Section 15.1(b) with respect to the alleged breach, which stay and tolling shall continue until such dispute has been resolved in accordance with Section 15.1(b).

Termination for Material Breach. Either Party (the “Terminating Party”a) may terminate Upon any material breach of this Agreement in its entirety, or on by a country-by-country and Product-by-Product basis, in the event the other Party (the “Breaching Party”) has materially breached this Agreement), and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the Terminating other Party (the “Cure PeriodNon-Breaching Party”)) may give written notice to the breaching Party specifying the claimed particulars of such breach. The written Breaching Party shall have a period of [**] days after such notice describing the alleged if such material breach shall provide sufficient detail is a breach of a payment obligation or [**] days after such notice in the case of any other material breach in which to put cure such breach; provided, however, that if such breach other than a payment breach is capable of being cured and cannot be cured within such [**] day period, and the Breaching Party on notice notifies the Non-Breaching Party within such period that it has initiated actions to cure such breach and thereafter diligently pursues such actions, the Breaching Party shall have such additional period as is reasonable in the circumstances, but in no event longer than [**] days after the end of the original cure period, to cure such material breach. If any alleged breach hereunder is disputed pursuant to the dispute resolution process set forth in ARTICLE XII, the cure period shall be suspended for the duration of, and until resolution of, such dispute resolution process. Any termination by any Party under this Section 11.02 and the effects of termination provided in this ARTICLE XI shall be without prejudice to any damages or other legal or equitable remedies to which it may be entitled from the other Party. If the Breaching Party fails to cure the breach within the time period set forth above, the Non-Breaching Party shall have the right thereafter to terminate this Agreement effective immediately by giving written notice to the Breaching Party to such effect; provided that the Non-Breaching Party may, by notice to the Breaching Party, designate a later date for such termination in order to facilitate an orderly transition of activities relating to the Products or elect not to terminate this Agreement. (b) If Ophthotech is the Breaching Party and Novartis has the right to terminate this Agreement pursuant to this Section 10.3 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; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall foregoing clause (a) but elects not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement pursuant to the foregoing clause (a), (i) Novartis may offset any damages resulting from such material breach that are either agreed between the Parties or established through dispute resolution pursuant to ARTICLE XII against subsequent payment obligations of Novartis to Ophthotech hereunder and (ii) Novartis shall cease to be required to consult with or seek approval from the JOC or the Subcommittees for amendments to the Development Plan or Marketing Plan or to disclose or provide to Ophthotech, directly or indirectly, marketing or branding strategy information; provided that the Parties’ obligations to consult and coordinate with one another to the extent reasonably necessary to preserve the value of the Products in the Parties’ respective territories on matters such as provided in this Section 10.3 pharmacovigilance and Manufacturing are preserved. To that extent, the Parties shall not be affected in any way by such Party’s waiver of or failure negotiate amendments to take action with respect ARTICLE II reasonably acceptable to any previous breach under this AgreementNovartis.

Termination for Material Breach. (a) Either Party (the “Terminating Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within sixty (60) days [***] after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). 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 pursuant to this Section 10.3 13.3(a) 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; provided that in the event a claim of Period (or, if such material breach is being contested diligently reasonably able to be cured within the Cure Period, the Breaching Party has notified the Terminating Party of its plan for curing such and in good faith by appropriate proceedings hereunder, any termination pursuant has commenced and sustained its efforts to this Section shall not become effective unless and until cure such material breach has been established in such proceedings and, in during the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedingsCure Period). The right of either Party to terminate this Agreement as provided in this Section 10.3 13.3(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement. (b) If the Parties reasonably and in good faith disagree as to whether there has been a material breach or a cure thereof, the Party that disputes whether there has been a material breach or a cure may contest the allegation in accordance with ARTICLE 14. Notwithstanding anything to the contrary contained in Section 13.3(a), the Cure Period for any material breach that is the subject of a Dispute will run from the date that written notice was first provided to the Breaching Party by the Terminating Party through the resolution of such Dispute pursuant to ARTICLE 14 and for [***] thereafter, and it is understood and acknowledged that, during the pendency of a Dispute pursuant this Section 13.3(b), all of the terms and conditions of this Agreement shall remain in effect, and the Parties shall continue to perform all of their respective obligations under this Agreement, except that all payment obligations from one Party to the other Party under this Agreement which are subject to the Dispute shall be tolled until the resolution of such Dispute in accordance with ARTICLE 14.

Termination for Material Breach. Either Party (the “Terminating Non-Breaching Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event the other Party (the “Breaching Party”) has materially breached commits a material breach of this Agreement, and such material breach (excluding breaches of payment obligations) has not been cured within sixty (60) days [***] after receipt of written notice of such breach by the Breaching Party from the Terminating Non-Breaching Party (the “Cure Period”). The Cure Period shall be [***] after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party for breaches of payment obligations (except with respect to Section 8.13, which is covered by Section 11.3(d) above). 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 pursuant to this Section 10.3 11.4 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; provided that in the event a claim of , or, if such material breach is being contested diligently not reasonably susceptible to cure within the Cure Period, then, the Non-Breaching Party’s right of termination shall be suspended only if, and in good faith by appropriate proceedings hereunderfor so long as, any termination pursuant the Breaching Party has provided to this Section shall not become effective unless and until the Non-Breaching Party a written plan that is reasonably calculated to effect a cure of such material breach has been established in breach, such proceedings and, in the event that, following such establishment, a cure may then be accomplished plan is accepted by the payment of money Non-Breaching Party (such acceptance not to be unreasonably withheld, delayed or conditioned), and the taking of certain actions, Breaching Party commits to and carries out such payment or actions are not paid or taken within sixty (60) days of plan as provided to the conclusion of such proceedingsNon-Breaching Party. The right of either Party to terminate this Agreement as provided in this Section 10.3 11.4 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. Either (a) Each Party (shall have the “Terminating Party”) may right to terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event entirety upon written notice to the other Party (the “Breaching Party”) has materially breached this Agreement, and if such other Party is in material breach of this Agreement and has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party within 60 days (or 10 days with respect to any payment breach) after notice from the Terminating terminating Party (requesting cure of the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any such termination of this Agreement pursuant to this Section 10.3 shall become effective at the end of the Cure Period, such 60-day (or 10-day with respect to any payment breach) period unless the Breaching breaching Party has cured any such material breach prior to the expiration end of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant period. Any right to terminate under this Section 9.2(a) shall not become effective unless be stayed and until such material breach has been established in such proceedings and, the cure period tolled in the event that, following during any cure period, the Party alleged to have been in material breach shall have initiated dispute resolution in accordance with Article 11 with respect to the alleged breach, which stay and tolling shall continue until such establishmentdispute has been resolved in accordance with Article 11. (b) For clarity, in the event of material breach of this Agreement by Chimerix that is not cured within the applicable notice period set forth in Section 9.2(a), ContraVir, at its sole discretion, may either: (i) terminate this Agreement in accordance with Section 9.2(a) (in addition to pursuing any remedy that may be available to ContraVir at law or in equity as a cure result of Chimerix’s breach of this Agreement); or (ii) elect (A) not to terminate this Agreement, (B) to retain the license granted under Section 2.1, subject to all terms and conditions hereof, and (C) pursue any remedy that may then be accomplished by the payment available to ContraVir at law or in equity as a result of money or the taking Chimerix’s breach of certain actionsthis Agreement, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The without prejudice to ContraVir’s right of either Party to terminate this Agreement as provided in at a later date pursuant to Section 9.2 (for that uncured material breach or any other uncured material breach of this Agreement by Chimerix) or pursuant to Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement9.4.

Termination for Material Breach. Either (i) This Agreement may be terminated by a Party (the “Terminating Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event upon written notice to the other Party (if the “Breaching Party”) has materially breached this Agreement, and such other Party is in material breach of this Agreement and has not been cured such breach within sixty (60[redacted in accordance with Section 12.2(3) days of National Instrument 51-102] with respect to any payment breach under Section 7.1, [redacted in accordance with Section 12.2(3) of National Instrument 51-102] with respect to any payment breach under Sections 7.2 and 7.3, along with interest as provided for in Section 8.7) after receipt of written notice of such breach by the Breaching Party from the Terminating terminating Party (requesting cure of the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any such termination of this Agreement pursuant to this Section 10.3 shall become effective at the end of the Cure Periodsuch [redacted in accordance with Section 12.2(3) of National Instrument 51-102] with respect to any payment breach under Section 7.1, [redacted in accordance with Section 12.2(3) of National Instrument 51-102] with respect to any payment breach under Sections 7.2 and 7.3, along with any interest as provided for in Section 8.7) period unless the Breaching breaching Party has cured any such material breach or default prior to the expiration end of such Cure Periodperiod; provided provided, however, that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant right to terminate this Agreement under this Section shall not become effective unless be stayed and until such material breach has been established in such proceedings and, the cure period tolled in the event that, following such establishmentduring any cure period, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60Party alleged to have been in material breach shall have initiated dispute resolution in accordance with Section 15.1(b) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous the alleged breach, which stay and tolling shall continue until such dispute has been resolved in accordance with Section 15.1(b). (ii) Notwithstanding Section 14.2(b)(i), solely in the event of Cardiome’s material breach of its obligations under Section 6.3 or Section 6.4 in either Europe or Canada (but not both of such Regions), SteadyMed shall have the right to terminate all rights and licenses granted to Cardiome under this Agreement with respect solely to such Region, upon [redacted in accordance with Section 12.2(3) of National Instrument 51-102] written notice to Cardiome, if Cardiome has not cured such material breach by the end of such [redacted in accordance with Section 12.2(3) of National Instrument 51-102] period, in which event, from and after the effectiveness of such notice of termination, the Territory shall be deemed to exclude such Region for all purposes under this Agreement, but this Agreement shall otherwise remain in full force and effect in accordance with its terms; provided, however, that any right to terminate under this Section 14.2(b)(ii) shall be stayed and the cure period tolled in the event that, during any cure period, Cardiome shall have initiated dispute resolution in accordance with Section 15.1(b) with respect to the alleged breach, which stay and tolling shall continue until such dispute has been resolved in accordance with Section 15.1(b).

Termination for Material Breach. Either Party (a) In the “Terminating Party”) may terminate event of a material breach of this Agreement in its entiretyby a Party, or on a country-by-country and Product-by-Product basis, in the event the other Party (may give the “Breaching Party”) has materially breached this Agreement, and Party in default notice requiring it to cure such default. If such material breach has is not been cured within sixty (60) days after receipt of written such notice (or within thirty (30) days in the case of a payment breach), or if such breach by the Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail other than a payment breach) is not reasonably subject to put the Breaching Party on notice of cure within such material breach. Any termination of this Agreement pursuant to this Section 10.3 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; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) day period (and does not involve a material breach of Article VIII) and the Party in default does not provide a reasonably detailed plan and statement as to its intent to promptly cure such breach and does not promptly cure such breach within one hundred twenty (120) days from the receipt of notice of the conclusion breach, the notifying Party shall be entitled (without prejudice to any of its other rights conferred on it by this Agreement or under applicable Law) to terminate this Agreement by giving written notice to the defaulting Party, with such proceedingstermination to take effect immediately. The right of either Party to terminate this Agreement as provided set forth in this Section 10.3 11.2 shall not be affected in any way by such Party’s its waiver of of, or failure to take action with respect to to, any previous default. (b) If a Party disputes in good faith the existence or materiality of a material breach under specified in a notice provided by the other Party pursuant to this AgreementSection 11.2 or any assertion by the other Party that such Party has failed to cure or diligently proceed to implement a plan to cure any such material breach, and, in each case, such Party provides notice to the other Party of such dispute within the applicable cure period, the other Party shall not have the right to terminate this Agreement unless and until the existence of such material breach or failure by such Party has been finally determined in accordance with Article XII. It is understood and acknowledged that during the pendency of such a dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder.

Termination for Material Breach. Either (i) If either Party believes in good faith that the other is in material breach of its obligations hereunder, then the non-breaching Party may deliver written notice of such breach specifically referencing this Section 13.2(b) to the other Party, and the allegedly breaching Party shall have [***] from receipt of such notice to dispute the validity or occurrence of such alleged breach. For the avoidance of doubt and notwithstanding anything to the contrary set forth herein, any uncured material breach of Section 2.8 by a Party shall be deemed to be a “material breach” of this Agreement by such Party (subject to the “Terminating Party”applicable cure periods set forth in this Section 13.2(b)(i)). For all material breaches of this Agreement, the allegedly breaching Party shall have [***] (or, in the case of a [***]) from the receipt of the initial notice to cure such breach. If the Party receiving notice of material breach fails to cure the breach within such [***] then the non-breaching Party may terminate this Agreement in its entirety, or entirety effective on a country-by-country and Product-by-Product basis, in the event written notice of termination to the other Party Party. Notwithstanding the foregoing, (the “Breaching Party”a) has materially breached this Agreement, and if such material breach has (other than a payment breach), by its nature, is curable, but is not been cured reasonably curable within sixty such [***] period, then such period shall be extended if the breaching Party provides a written plan for curing such breach to the non-breaching Party and uses Commercially Reasonable Efforts to cure such breach in accordance with such written plan; provided, however, that no such extension shall exceed [***] without the consent of the non-breaching Party. (60ii) days after Without limiting the provisions of Section 13.2(b)(i) and subject to the provisions of this Section 13.2(b)(ii), if G1 believes in good faith that Licensee is in material breach of its obligations under Section 10.5, then G1 shall promptly notify Licensee thereof, and upon receipt of written notice such notice, Licensee will immediately and fully cooperate with G1 in the investigation of the alleged breach (which investigation will be concluded [***] following such breach notice), including by providing G1 access to (A) any and all employees, agents or representatives of Licensee, and (B) all documents and other materials requested by G1, in each case ((A) and (B)) to the extent reasonably necessary for G1 to conduct such investigation. If by the Breaching Party from the Terminating Party (the “Cure Period”). The written date that is [***] following Licensee’s receipt of 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 pursuant to this Section 10.3 shall become effective at the end of the Cure Period13.2(b)(ii), unless the Breaching Party has cured any such G1 continues to believe that a material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunderSection 10.5 has occurred, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure then G1 may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to immediately terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreementits entirety.

Termination for Material Breach. Either From the Execution Date and until the First Commercial Sale of the Product in the United States, subject to Section 13.3 below, each Party (the “Terminating Non-Breaching Party”) may terminate this Agreement in its entirety, or relevant part (on a country-by-country and Product-by-Product basisbasis as such breach relates to the applicable country), or in its entirety if the event breach is unrelated to a specific country or countries, upon written notice to the other Party (the “Breaching Party”) has if the Breaching Party materially breached breaches its obligations hereunder and, after receiving written notice identifying such material breach in reasonable detail (a “Default Notice”), fails to cure such material breach within 90 days after delivery of the Default Notice (or within 30 days after delivery of the Default Notice if such material breach is solely based on the Breaching Party’s failure to pay any amounts due hereunder). Notwithstanding anything to the contrary in this Agreement, and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by if the Non-Breaching Party from terminates this Agreement under this Section 13.2.1, such termination will be the Terminating Party Non-Breaching Party’s sole and exclusive remedy with respect to any 165301880 breach related to such country or countries (the “Cure Period”). The written notice describing the alleged material if terminated on a country-by-country basis) or with respect to any breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant (if terminated in its entirety), and from and after such termination, neither Party shall have any liability or obligation arising out of or relating to this Agreement in its entirety or with respect to such country or countries, as applicable, other than those obligations under Section 10.3 shall become effective at 13.3 or 13.4 and the end payment obligations accrued as of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration date of such Cure Period; provided that termination under ARTICLE 8 hereof. From and after the First Commercial Sale of the Product in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunderUnited States, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in neither Party will have the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such its entirety or on a country-by-country basis for the Breaching Party’s waiver of or failure uncured material breach, but the Non-Breaching Party may seek monetary damages from Breaching Party pursuant to take action with respect to any previous breach under this Agreementthe dispute resolution process set forth in Section 14.2.

Termination for Material Breach. Either Party (the “Terminating Party”) may terminate this Agreement in its entirety, or on 12.2.1 If a country-by-country and Product-by-Product basis, in the event the other Party (the “Breaching Party”) has materially breached commits a material breach of this Agreement, and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the Terminating other Party (the “Cure PeriodNon-Breaching Party”). The written notice describing the alleged material breach shall provide sufficient detail ) may give to put the Breaching Party on written notice specifying the nature of the material breach and requiring the Breaching Party to make good or otherwise cure such material breach. 12.2.2 If such material breach is not cured within [***] ( [***] ) [***] after the receipt of notice pursuant to Section 12.2.1 above, the Non-Breaching Party will have the right, on written notice to the Breaching Party, to terminate this Agreement without prejudice to any of its other rights and remedies conferred on it by this Agreement or by law. Any such termination of this Agreement pursuant to this Section 10.3 shall become effective at the end of the Cure Period, such [***] ( [***] ) [***] period unless the Breaching breaching Party has cured any such material breach prior to the expiration of such Cure Periodthe [***] ( [***] ) [***] period; provided provided, however, that in the event of a claim good faith dispute with respect to the existence of a material breach (including as to whether BI has used Commercially Reasonable Efforts as required in this Agreement) arising following the [***] of the [***] of a [***] , the [***] ( [***] ) [***] cure period shall be [***] until [***] as the [***] is [***] pursuant to Section [***] hereof. If the material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished confirmed by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days judgment of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided court and not cured within the applicable cure periods described in this Section 10.3 12.2 below after the receipt of such decision by the court, the non-breaching Party shall not be affected in any way by such have the right on written notice to the breaching Party, to immediately terminate this Agreement. In the event that the court has confirmed (i) a breach of a Party’s waiver of or failure obligation to take action with respect to any previous breach use Commercially Reasonable Efforts as required under this Agreement, the breaching Party shall cure such breach within a reasonable time frame, however no later than [***] ( [***] ) [***] after the receipt of the decision of the court; (ii) a breach of a Party’s payment obligation under this Agreement, the breaching Party shall cure such breach no later than [***] ( [***] ) [***] after the receipt of the decision of the court; and (iii) a breach of a Party’s obligation under this Agreement other than as covered by the immediately preceding clauses (i) or (ii), the breaching Party shall cure such breach within [***] , however no later than [***] ( [***] ) [***] after the receipt of the decision of the court. For clarity, this Agreement will remain in effect during the pendency of any dispute and each Party will continue to perform its obligations hereunder. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 12.2.3 In the event of any Dispute under this Agreement regarding a Party’s payment obligations under this Agreement submitted to a court under Section 17.4.3, the paying Party shall be required to deposit all disputed payment amounts into an interest-bearing escrow account established by the Parties. Upon the resolution of such Dispute, the court shall direct the disposition of the escrowed funds (including interest accrued) to the prevailing party in accordance with the court’s ruling on such Dispute together with any damages as awarded by the court.

Termination for Material Breach. Either (a) Each Party (shall have the “Terminating Party”) may right to terminate this Agreement in its entirety, or on a country-by-country entirety upon written notice to the other Party if such other Party is in material breach of this Agreement and Product-by-Product basis, has not cured such breach within ninety (90) days after notice from the terminating Party indicating the nature of such breach (however such cure period shall be reduced to thirty (30) days in the event the of a payment breach), or if such other Party (is dissolved or liquidated or takes any corporate action for such purpose; makes a general assignment for the “Breaching Party”) benefit of creditors; or has materially breached this Agreementa receiver, and such trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material breach has not been cured within sixty (60) days after receipt portion of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breachits property or business. Any such termination of this Agreement pursuant to this Section 10.3 shall become effective at the end of the Cure Period, above-stated cure period unless the Breaching breaching Party has cured any such material breach prior to the expiration end of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant period. Any right to terminate under this Section 9.2(a) shall not become effective unless be stayed and until such material breach has been established in such proceedings and, the cure period tolled in the event that, following during any cure period, the Party alleged to have been in material breach shall have initiated dispute resolution in accordance with ARTICLE 11 with respect to the alleged breach, which stay and tolling shall continue until such establishmentdispute has been resolved in accordance with ARTICLE 11. (b) For clarity, in the event of material breach of this Agreement by OyaGen that is not cured within the applicable notice period set forth in Section 9.2(a), Tonix, at its sole discretion, may either: (i) terminate this Agreement in accordance with Section 9.2(a) (in addition to pursuing any remedy that may be available to Tonix at law or in equity as a cure result of OyaGen’s breach of this Agreement); or (ii) elect (A) not to terminate this Agreement, (B) to retain the license granted under Section 2.1, subject to all terms and conditions hereof, and (C) pursue any remedy that may then be accomplished by the payment available to Tonix at law or in equity as a result of money or the taking OyaGen’s breach of certain actionsthis Agreement, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The without prejudice to Tonix’s right of either Party to terminate this Agreement as provided in at a later date pursuant to Section 9.2 (for that uncured material breach or any other uncured material breach of this Agreement by OyaGen) or pursuant to Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement9.3.

Termination for Material Breach. Either (a) Each Party (shall have the “Terminating Party”) may right to terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event entirety upon written notice to the other Party (the “Breaching Party”) has materially breached this Agreement, and if such other Party is in material breach of this Agreement and has not been cured such breach within sixty ninety (6090) days after receipt of written notice from the terminating Party indicating the nature of such breach breach, or if such other Party is dissolved or liquidated or takes any corporate action for such purpose; makes a general assignment for the benefit of creditors; or has a receiver, trustee, custodian or similar agent appointed by the Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged order of any court of competent jurisdiction to take charge of or sell any material breach shall provide sufficient detail to put the Breaching Party on notice portion of such material breachits property or business. Any such termination of this Agreement pursuant to this Section 10.3 shall become effective at the end of the Cure Period, such ninety (90) day period unless the Breaching breaching Party has cured any such material breach prior to the expiration end of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant period. Any right to terminate under this Section 9.2(a) shall not become effective unless be stayed and until such material breach has been established in such proceedings and, the cure period tolled in the event that, following during any cure period, the Party alleged to have been in material breach shall have initiated dispute resolution in accordance with Article 11 with respect to the alleged breach, which stay and tolling shall continue until such establishmentdispute has been resolved in accordance with Article 11 and any cure required by such dispute resolution procedures has not been timely effected. (b) For clarity, in the event of material breach of this Agreement by either Party that is not cured within the applicable notice period set forth in Section 9.2(a), the other Party, at its sole discretion, may either: (i) terminate this Agreement in accordance with Section 9.2(a) (in addition to pursuing any remedy that may be available to that Party at law or in equity as a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days result of the conclusion other Party’s breach of such proceedings. The this Agreement); or (ii) elect (A) not to terminate this Agreement, (B) to keep the license granted under Section 2.1 in force, subject to all terms and conditions hereof, and (C) pursue any remedy that may be available to that Party at law or in equity as a result of the other Party’s breach of this Agreement, without prejudice to that Party’s right of either Party to terminate this Agreement as provided in at a later date pursuant to Section 9.2 (for that uncured material breach or any other uncured material breach of this Agreement by the other Party) or pursuant to Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement9.4.

Termination for Material Breach. Either (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) (a) Subject to the provisions of this Section 14.02, if either Party (the “Terminating "Breaching Party”") may terminate this Agreement in its entirety, or on shall have committed a country-by-country Material Breach and Product-by-Product basis, in the event such Material Breach shall remain uncured and shall be continuing for a period of ***** following receipt of notice thereof by the other Party (the “"Non-Breaching Party”) has materially breached "), then, in addition to any and all other rights and remedies that may be available, the Non-Breaching Party shall have the right to terminate this Agreement, and Agreement effective upon the expiration of such material breach has not been cured within sixty (60) days after receipt of written ***** period. Any such notice of alleged Material Breach by the Non-Breaching Party shall include a reasonably detailed description of all relevant facts and circumstances demonstrating, supporting and/or relating to each such breach alleged Material Breach by the Breaching Party from the Terminating Party Party. (the “Cure Period”)The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) (b) If the Breaching Party, upon written notice describing delivered to the alleged material breach shall provide sufficient detail to put the Non-Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 10.3 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; provided that in the event a claim of material breach is being contested diligently and ***** period, shall assert in good faith by appropriate proceedings hereunder, that any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, alleged Material Breach described in the event thatNon- Breaching Party's notice, following such establishmentwhether in payment of moneys or otherwise, was not a cure may then be accomplished Material Breach, or was excused by reason of material failure of performance by the payment other Party or Third Parties or by reason of money Force Majeure (as defined in Section 17.05), or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided shall otherwise in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.good faith

Termination for Material Breach. Either (a) If either Party (the “Terminating Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event believes that the other Party is in material breach of this Agreement (the “Breaching Party”) has materially breached including without limitation any material breach of a representation or warranty made in this Agreement), and then the non-breaching Party may deliver notice of such material breach has not been cured within to the other Party. In such notice the non-breaching Party shall identify the actions or conduct that such Party would consider to be an acceptable cure of such breach. For all breaches other than a failure to make a payment set forth in Article 7, the allegedly breaching Party shall have sixty (60) days after receipt of written to either cure such breach. For any breach arising from a failure to make a payment set forth in Article 7, the allegedly breaching Party shall have thirty (30) days to cure such breach. (b) If the Party receiving notice of breach fails to cure such breach by within the Breaching 60-day period or 30-day period (as applicable), the Party from originally delivering the Terminating notice may terminate this Agreement upon written notice. (c) If a Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on gives notice of termination under this Section 10.3 and the other Party disputes in good faith whether such material breachnotice was proper, then the issue of whether this Agreement has been terminated shall be resolved in accordance with Section 13.1. Any If as a result of such dispute resolution process it is determined that the notice of termination was proper, then such termination shall be deemed to have been effective if the breaching Party fails thereafter to cure such breach in accordance with the determination made in the resolution process under Section 13.1 within the time period set forth in Section 10.3(a) for the applicable breach following such determination. If as a result of such dispute resolution process it is determined that the notice of termination was improper, then no termination shall have occurred and this Agreement shall have remained in effect. (d) Termination of this Agreement pursuant to this Section 10.3 shall become effective at have the end following effects: (i) all licenses and rights granted to Sigma under this Agreement (including without limitation the licenses and rights set forth in Section 2.1) shall terminate; (ii) all sublicenses granted by Sigma or its sublicensees under the licenses and rights granted to Sigma under this Agreement shall terminate; (iii) the rights and obligations of the Cure PeriodParties set forth in Section 10.2(d) shall apply; (e) if terminated as a result of breach by Sigma, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently rights and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days obligations of the conclusion Parties set forth in Section 10.2(c) shall also apply; and (f) if terminated as a result of such proceedings. The right of either Party breach by Sangamo, all licenses and rights granted to terminate this Agreement Sangamo as provided set forth in this Section 10.3 2.3(b) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreementterminate.

Termination for Material Breach. Either Party (a) In the “Terminating Party”) may terminate event of a material breach of this Agreement in its entiretyby a Party, or on a country-by-country and Product-by-Product basis, in the event the other Party (may give the “Breaching Party”) has materially breached this Agreement, and Party in default notice requiring it to cure such default. If such material breach has is not been cured within sixty (60) days after receipt of written such notice (or within thirty (30) days in the case of a payment breach), or if such breach by the Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail other than a payment breach) is not reasonably subject to put the Breaching Party on notice of cure within such material breach. Any termination of this Agreement pursuant to this Section 10.3 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; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) day period (and does not involve a material breach of Article VIII) and the Party in default does not provide a reasonably detailed plan and statement as to its intent to promptly cure such breach and does not promptly cure such breach within one hundred twenty (120) days from the receipt of notice of the conclusion breach, the notifying Party shall be entitled (without prejudice to any of its other rights conferred on it by this Agreement or under applicable Law) to terminate this Agreement by giving written notice to the defaulting Party, with such proceedingstermination to take effect immediately. The right of either Party to terminate this Agreement as provided set forth in this Section 10.3 11.2 shall not be affected in any way by such Party’s its waiver of of, or failure to take action with respect to to, any previous default. (b) If a Party disputes in good faith the existence or materiality of a material breach under specified in a notice provided by the other Party pursuant to this AgreementSection 11.2 or any assertion by the other Party that such Party has failed to cure or diligently proceed to implement a plan to cure any such material breach, and, in each case, such Party provides notice to the other Party of such dispute within the applicable cure period, the other Party shall not have the right to terminate this Agreement unless and until the existence of such material breach or failure by such Party has been finally determined in accordance with Article XII. * Confidential Treatment Requested. Execution Copy September 4, 2008 It is understood and acknowledged that during the pendency of such a dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder.

Termination for Material Breach. Either This Agreement may be terminated effective immediately by either Party at any time during the License Term if the other Party (or any employee of such other Party) materially breaches this Agreement and such other Party fails to cure, if curable, such material breach to the “Terminating satisfaction of the non-breaching Party within [***] ([***] in the event of non-payment) after receiving written notice of such material breach from the non-breaching Party”, which notice shall specify the nature of the breach and demand its cure, if curable. Such termination will be solely with respect to the Licensed Asset and its corresponding Products to which such material breach relates, or in its entirety in the event of any material breach of this Agreement that relates to all Licensed Assets and all Products. In the event that such material breach is curable but the breaching Party demonstrates that it cannot be reasonably cured within [***] despite Licensee’s diligent efforts to cure within the such period, Licensee shall be allowed an additional [***] to cure such material breach. 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 Section 13.2.1 and such alleged breaching Party provides the other Party notice of such Dispute within such [***] ([***] in the event of non-payment) may period, then the such cure period set forth in this Section 13.2.1 will be tolled during the pendency of the dispute resolution process set forth in Section 15.3 and the non-breaching Party will not have the right to terminate this Agreement in its entirety, or on a country-by-country under this Section 13.2.1 unless and Product-by-Product basisuntil such dispute resolution process has been completed and it has been determined that the alleged breaching Party has materially breached this Agreement and such Party has failed to cure such breach as of the date of such determination. Notwithstanding the foregoing, in the event that Licensee as the other breaching Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within sixty (60) days after receipt or defaulted in the performance of written notice any of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). 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 its payment obligations under this Agreement pursuant to this Section 10.3 a [***] period, then XENCOR shall become effective at have the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way immediately by providing written notice Licensee, without Licensee having opportunity to cure such Party’s waiver of breach or failure to take action with respect to any previous breach under this Agreementdefault.

Termination for Material Breach. Either In the event that either Party shall be in material breach in the performance of any of its obligations under this Agreement (the “Breaching Party”), in addition to any other right and remedy the other Party (the “Terminating Complaining Party”) may have, the Complaining Party may terminate this Agreement by giving notice in writing specifying the breach and its claim of right to terminate; provided, however, that if the breach is remediable, the Breaching Party shall have ninety (90) days (or forty-five (45) days for any payment breach) (the “Notice Period”) to rectify the breach and termination shall become effective at the end of the Notice Period only if the Breaching Party fails to cure the breach complained about during (i) the Notice Period or, (ii) if such breach (other than any payment breach) has not been cured within such 90-day period, if the Breaching Party has commenced actions to cure such breach within the Notice Period and thereafter uses reasonable efforts to cure such breach, such longer period as is reasonably required to cure such breach, but in any event, not to exceed ninety (90) days following expiration of the Notice Period; provided further, that, if Sanofi is the Breaching Party and the breach is with respect to Sanofi’s failure to comply with its obligation to use Commercially Reasonable Efforts with respect to (x) the United States, MannKind may terminate this Agreement in its entirety, and (y) any Major Market (other than the United States) or on a country-by-country […***…] Country, MannKind may terminate this Agreement only with respect to such Major Market or […***…] Country (as applicable) and Product-by-Product basis, not in its entirety. If the event the other Breaching Party (the “Breaching Party”) disputes in good faith that it has materially breached one of its obligations under this Agreement, and such material breach has termination shall not been cured within sixty (60) days after receipt of written notice take effect pending resolution of such breach by dispute pursuant to Article 14. If, as a result of the application of such dispute resolution procedures, the Breaching Party from the Terminating Party is determined to be in material breach of one or more of its obligations under this Agreement (the an “Cure PeriodAdverse Ruling”). The written notice describing the alleged material breach shall provide sufficient detail to put , then if the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant fails to this Section 10.3 shall become effective at complete the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished actions specified by the payment of money or the taking of certain actions, Adverse Ruling to cure such payment or actions are not paid or taken breach within sixty ninety (6090) days of (or forty five (45) days for any payment breach) after such Adverse Ruling, then the conclusion of such proceedings. The right of either Complaining Party to may terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such upon written notice to the Breaching Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. Either Upon any material breach of this Agreement by either Party (in such capacity, the “Terminating "Breaching Party”"), the other Party (in such capacity, the "Non-Breaching Party") may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in by providing [____________] written notice to the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by specifying the Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any The termination of this Agreement pursuant to this Section 10.3 shall become effective at the end of the Cure Period, [____________] period unless (a) the Breaching Party has cured cures such breach during such [____________] period, or (b) if such breach is not susceptible to cure within [____________] of the receipt of written notice of the breach, the Breaching Party is diligently pursuing a cure (unless such breach, by its nature, is incurable, in which case the Agreement may be terminated immediately). The Parties shall use reasonable efforts to work together to cure any such material breach prior to the expiration of such Cure Period; provided that in breach. In the event of a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such dispute concerning whether a material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actionsoccurred, such payment or actions are not paid or taken within sixty (60) days dispute shall be resolved in accordance with the provisions of Article X, and the [_________] cure period specified above shall be suspended during the period commencing upon the submission of such dispute for resolution under Section 10.1 to the Executive Officers and continuing until the resolution of such dispute under Section 10.1. Without limiting the generality of the conclusion foregoing, material failure by CuraGen or Bayer to maintain and make available adequate technical resources and personnel to perform its obligations under the Metabolic Program in accordance with the Research Plan shall be considered to be a material breach of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. Either If either Party believes that the other Party is in breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party specifying the nature of the alleged breach in reasonable detail. The allegedly breaching Party will have [***] ([***]) days from such notice to dispute or cure such breach. If the “Terminating Party”Party receiving notice of breach fails to cure such breach within ​ ​ 44 ***Confidential Treatment Requested. ​ ​ such [***] ([***]) day period, whether through specific performance or payment of money damages or through a combination of specific performance and payment of money damages, then the non-breaching Party may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basisprovided that, if the allegedly breaching Party in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and good faith disputes such material breach has not been cured within sixty (60) days after receipt of or disputes the failure to cure or remedy such material breach and provides written notice of such breach by that dispute to the Breaching other Party, the matter will be addressed under the dispute resolution provisions in Article 14, and the non-breaching Party from may or, at its discretion, may not terminate this Agreement until it has been determined under Article 14 that the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any conditions for termination of this Agreement pursuant to this Section 10.3 shall become effective at 11.4 are met. If the end of the Cure Period, unless the Breaching non-breaching Party has cured any elected not to terminate until it has been determined that the conditions for termination are met and such determination is made in accordance with the dispute resolution provisions in Article 14, such termination will then be effective upon written notification from the non-breaching Party to the breaching Party. For clarification purpose, for Clovis’ material breach prior to the expiration of such Cure Periodits obligations set forth in Section 3.4 (Development Diligence; provided that in the event a claim Standards of material breach is being contested diligently Conduct) and in good faith by appropriate proceedings hereunderSection 5.4 (Commercial Diligence), any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then 3BP will only be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party permitted to terminate this the Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous those countries to which such breach under this Agreementrelates.

Termination for Material Breach. Either Party (the “Terminating Non-Breaching Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event upon written notice to the other Party (the “Breaching Party”) if such other Party has materially breached any of its obligations (including a failure to perform with respect thereto) under this AgreementAgreement and has not cured such breach within [***] after notice from the non-breaching Party requesting cure of such breach. If the breach is not non-curable, is not for non-payment, and cannot reasonably be cured with [***], then the cure period shall be extended as reasonably necessary to cure such material breach has not been cured within sixty (60) days after receipt of written notice of breach; provided that the breaching Party provides the non- breaching Party with a detailed plan and timeline to cure such breach by within such extended cure period, and use its commercially reasonable efforts to cure such breach in accordance with such plan. Unless the Breaching Party from the Terminating Party (the “Cure Period”). 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 pursuant to this Section 10.3 shall become effective at the end of the Cure Period, unless the Breaching breaching Party has cured or remedied any such material breach prior to the expiration of the applicable period, such Cure Period; provided that in termination shall become effective upon the event a claim breaching Party’s receipt of material breach is being contested diligently and the written notice of termination. If the alleged breaching Party contests in good faith by appropriate proceedings hereunderthe existence or materiality of any alleged breach, or the failure to cure, during any termination pursuant to this Section cure period, and initiates the dispute resolution procedure in accordance with Article 14, then the non-breaching Party shall not become effective unless and until such material breach has been established in such proceedings and, in have the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in under this Section 10.3 11.3, and the applicable cure period shall not be affected tolled, until such dispute has been resolved in any way by such Party’s waiver of or failure to take action accordance with respect to any previous breach Article 14 with a determination that the breaching Party has materially breached its obligations under this Agreement.. During the pendency of such dispute and the Post-Dispute Cure Period (as defined below), all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in

Termination for Material Breach. Either (a) If either Party (the “Terminating Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event believes the other Party (is in material breach of an obligation under this Agreement, it may give notice of such breach to such other Party, and such other Party shall have *** days in which to remedy such material breach. Subject to Section 13.3(b), if such alleged material breach is not remedied in the “Breaching Party”) has materially breached time period set forth above, the nonbreaching Party shall be entitled, without prejudice to any of its other rights conferred on it by this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement upon written notice to such material other Party. ***Certain confidential information contained in this document, marked with 3 asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended. (b) If the allegedly breaching Party disputes in good faith the existence or materiality of a breach has not been cured specified in a notice provided by the nonbreaching Party pursuant to Section 13.3(a), and the allegedly breaching Party provides notice to the nonbreaching Party of such dispute within sixty (60) *** days after receipt of written such notice, the nonbreaching Party shall not have the right to terminate this Agreement unless and until the existence of such material breach by the allegedly breaching Party has been determined in accordance with Section 14.9 (each such termination delay, a “Toll Period”) and the breaching Party fails to cure such default within *** days following such determination; provided that, if it is determined that such material breach occurred and such breach is not cured within such *** day period, then, for purposes of Section 13.5(c)(iii), this Agreement shall be deemed to have been terminated as of the date of delivery of notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”under Section 13.3(a). The written notice describing During the alleged material breach shall provide sufficient detail to put the Breaching Party on notice pendency of such material breach. Any termination a dispute, all of the terms and conditions of this Agreement pursuant shall remain in effect and the Parties shall continue to this Section 10.3 shall become effective at the end perform all of the Cure Period, unless the Breaching Party has cured any such material breach prior their respective obligations hereunder. Notwithstanding anything to the expiration of such Cure Period; provided that contrary in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunderforegoing, any termination pursuant neither Party shall be entitled to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected more than *** Toll Periods in any way by such Party’s waiver *** year period during the term of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. Either If either Party believes that the other is in breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party which notice shall clearly mention the remedies that the non-breaching Party intends to apply should the breach remain uncured. The allegedly breaching Party shall have ninety (90) days from such notice to dispute or cure such breach. If (A) the “Terminating Party”Party receiving notice of breach fails to cure such breach, or fails to dispute any of the matters described in the next sentence, within such ninety (90)-day period and (B) (i) the uncured material breach is a breach of one or more payment obligations totaling *** (***) *** Euros (€***) or more, or (ii) the uncured material breach cannot be adequately remedied through a combination of specific performance and payment of money damages, then the non breaching Party may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, . If the allegedly breaching Party in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and good faith disputes such material breach has not been cured within sixty or disputes the failure to cure or remedy such material breach or the satisfaction of the conditions set forth in subclause (60B) days after receipt of and provides written notice of such breach by that dispute to the Breaching other Party, the matter shall be addressed under the dispute resolution provisions in Article 14, and the notifying Party from may not terminate this Agreement until it has been determined under Article 14 that the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any conditions for termination of this Section 11.4 are met, in which case, such termination shall then be effective upon written notification from the notifying Party to the breaching Party. For clarification purpose, for Servier’s material breach of its obligations set forth in Sections 3.6 and 5.4, EOS shall only be permitted to terminate the Agreement with respect to those countries to which such breach relates; provided, that with respect to the European Union, Without prejudice to EOS’right of indemnification to seek damages and other remedies hereunder, EOS shall not be permitted to terminate the Agreement pursuant to this Section 10.3 shall become effective 11.4 if Servier performs its obligations set forth in Sections 3.6 or 5.4 in at the end least one country of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this AgreementEuropean Union.

Termination for Material Breach. Either Party (14.2.1 In the “Terminating Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in case that one of the event Parties believes that the other Party (the “Breaching Party”) has materially breached this the Agreement, the Joint Steering Committee shall be notified and such material breach has not been cured within sixty (60) days after receipt meet as soon as possible in order that the Parties attempt to resolve any dispute as to the existence of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of any such material breach. Any Failing a consensus decision by the Joint Steering Committee within *** of receiving the matter for review, it shall then be referred for resolution as set forth in Section 15.2.1. Failing a resolution within *** of receiving the matter for review from the Joint Steering Committee, the non-breaching Party may then proceed to give written notice of termination of this Agreement for material breach. 16 14.2.2 If pursuant to this Section 10.3 14.2.1, either Party gives written notice to the other Party of termination for material breach, which notice shall become effective at the end of the Cure Period, unless the Breaching Party has cured any describe such material breach prior in reasonable detail and whether it has been deemed non-curable or curable by the Joint Steering Committee and the Chief Executive Officers, this Agreement and the rights and options granted herein may be terminated by the non-breaching Party, effective *** after giving written notice to the expiration breaching Party of termination for non-curable breach, *** after giving written notice to the breaching Party of such Cure Period; provided that termination in the event case of a claim curable payment breach, and *** after giving written notice to the breaching Party of such termination in the case of any other curable breach. The foregoing notwithstanding, if any curable material breach is being contested diligently cured within the aforesaid *** or *** period, the notice shall be automatically withdrawn and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedingsno effect. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement14.

Termination for Material Breach. Either Party (shall have the “Terminating Party”) may right to terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event the other Party (the “Breaching Party”) has materially breached this or defaulted in the performance of any of its material obligations hereunder and in the overall context of the Agreement, and such material breach has not been cured within sixty continues for ninety (6090) days after receipt of written notice of such breach thereof was provided to the breaching Party by the Breaching non-breaching Party from which clearly mentions the Terminating remedies that the non-breaching Party intends to apply should the breach remain uncured (the “Cure PeriodNotice of Termination”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of Any such material breach. Any termination of this Agreement pursuant to this Section 10.3 shall become effective at the end of the Cure Periodsuch ninety (90) day period if, unless the Breaching Party has cured any such material breach prior to the expiration of the ninety (90) day period, the breaching Party has not disputed or cured any such Cure Period; provided that in breach or default. Such ninety (90) day period may be extended if the event breaching party communicates to the non-breaching Party a claim written remediation plan reasonably designed to cure such breach or default within a reasonable additional time period, not to exceed an additional ninety (90) days following expiration of material breach is being contested diligently and the foregoing ninety (90) day period. If the allegedly breaching Party disputes in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such the material breach has been established set forth in such proceedings and, in the event that, following such establishment, a cure may then be accomplished Notice of Termination provided by the payment non-breaching Party in accordance with this Article 12.2 and provides written notice of money or such dispute to the taking of certain actions, such payment or actions are not paid or taken non-breaching Party within sixty thirty (6030) days of the conclusion Notice of such proceedings. The right of either Party to terminate Termination, this Agreement as provided in this Section 10.3 shall not be affected terminable by the non-breaching Party until it has been determined by arbitration under Article 16.3 (“Arbitration Period”) that this Agreement was materially breached by the breaching Party and then only if the breaching Party has not cured the material breach set forth in any way by the Notice of Termination within thirty (30) days following such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.arbitration determination. [***]

Termination for Material Breach. Either In the event of an alleged material breach of this Agreement by a Party, the other Party must give the Party that is allegedly in default notice thereof if such non-breaching party intends to terminate the Agreement pursuant to this Section 11.2.1. Any dispute regarding an alleged material breach of this Agreement shall be resolved in accordance with this Article. It is the Parties’ express intent that consideration shall first and foremost be given to remedying any breach of this Agreement through the payment of monetary damages or such other legal or equitable remedies as shall be appropriate under the circumstances, as decided, in each case, according to the provisions of Section 14.1.2 (the “Terminating Party”) may Dispute Resolution), and that there shall only be a limited right to terminate this Agreement as a matter of last resort. If, however, a Party receives a notice of material breach that relates solely to the payment of amounts due hereunder, and (i) there is no dispute as to the amounts owed and (ii) such breach for non-payment is not cured within ninety (90) days after receipt of such notice, the notifying Party shall be entitled to immediately terminate this Agreement by giving written notice to the defaulting Party. In the event that the neutral (as defined in its entirety, or on a country-by-country and Product-by-Product basisSection 14.1.2 (Dispute Resolution)), in accordance with the event the other procedures set forth in Section 14.1.2, has rendered a ruling that a Party (the “Breaching Party”) has materially breached this Agreement, which ruling specified the remedies imposed on such breaching Party for such breach, and the breaching Party has failed to comply with the terms of such adverse ruling within the time period specified therein for compliance, or if such compliance cannot be fully achieved by such date, the breaching Party has failed to commence compliance and/or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or in the event the material breach has cannot been cured within sixty (60be remedied, then in each case the non-breaching Party shall then in each case the non-breaching Party shall have the following rights: a) days after receipt of if SPA is the breaching Party that failed to cure such breach or, if applicable comply with an adverse ruling and if the basis for such breach is SPA’s failure to abide by a material obligation under this Agreement, RTU may terminate this Agreement with respect only to such specific Licensed Product(s) to which such breach relates to by delivering written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). 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 pursuant to this Section 10.3 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to SPA after the expiration of such Cure Period; provided that the period during which SPA was to comply as set forth in the event a claim of material adverse ruling (if applicable) or may at its option continue this Agreement in effect and seek monetary or relief against SPA in an amount commensurate with the damages suffered; and b) if RTU is the breaching Party that failed to cure such breach or, if applicable, comply with an adverse ruling and if the basis for such breach is being contested diligently and in good faith RTU’s failure to abide by appropriate proceedings hereundera material obligation under this Agreement, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure SPA may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect only to any previous such specific Licensed Product(s) to which such breach under relates to by delivering written notice to RTU after the expiration of the period during which RTU was to comply as set forth in the adverse ruling (if applicable) or may at its option continue this AgreementAgreement in effect and seek monetary or relief against RTU in an amount commensurate with the damages suffered.

Termination for Material Breach. Either Upon any material breach of this Agreement by a Party with respect to a given Licensed Product in a given Region or Regions (the “Terminating Breaching Party”) may terminate this Agreement in its entirety), or on where such material breach cannot adequately be cured through monetary damages as a country-by-country and Product-by-Product basisremedy, in the event the other Party (the “Non-Breaching Party”) has materially breached may elect to terminate this Agreement, and Agreement with respect to such material breach has not been cured within sixty Licensed Product in such Region(s) (60or in its entirety [*]) days after receipt of by providing [*] written notice of such breach by to the Breaching Party from in the Terminating Party (the “Cure Period”). The case of a breach of a payment obligation and [*] written notice describing to the Breaching Party in the case of any other material breach, which notice shall, in each case (i) expressly reference this clause 16.4, (ii) reasonably describe the alleged material breach shall provide sufficient detail to put which is the Breaching Party on notice basis of such material breach. Any termination of termination, and (iii) clearly state the Non-Breaching Party’s intent to terminate this Agreement pursuant if the alleged breach is not cured within the applicable cure period. For the avoidance of doubt, if such material breach is with respect to this Section 10.3 all Regions for a given Licensed Product, then the Agreement shall terminate for that Licensed Product in respect of the entire Territory (subject to the Non-Breaching Party’s right to terminate the Agreement in its entirety as described above). The termination shall become effective at the end of the Cure Period, notice period unless the Breaching Party has cured any cures such breach during such notice period, and such termination shall only apply to those Licensed Product(s) and Region(s) to which such material breach prior to relates unless terminated in its entirety. Notwithstanding the expiration of such Cure Period; provided that foregoing: (A) in the event of a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunderdispute with respect to the existence of a material breach, any termination such cure periods described above shall be tolled until such time as the dispute is resolved pursuant to clause 17; and ​ [*] = Certain information contained in this Section shall document, marked by brackets, has been omitted because it is both not become effective unless material and until is the type of information that we treat as private or confidential. ​ ​ (B) if such material breach has been established (other than a payment breach), by its nature, is curable, but is not reasonably curable within the applicable cure period, then such cure period shall be extended if the Breaching Party provides a written plan for curing such breach to the Non-Breaching Party and uses best efforts to cure such breach in accordance with such proceedings andwritten plan during such cure period, in provided that no such extension shall exceed a further [*] without the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days consent of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Non-Breaching Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. Either Without prejudice to any remedy or claim it may have against the other Party for material breach or non-performance of this Agreement, each Party shall have the right to terminate this Agreement for cause in the event that the other Party fails to materially comply with or perform any material provision of this Agreement (the “Terminating PartyBreach”) may in accordance with the following provisions: The non-breaching Party shall notify the breaching Party of any such Breach in writing, specifying such Breach in reasonable detail and stating its intention to terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in for cause (the “Reminder”) if the breach is not remedied [***] from the date of the Reminder (the “Remedy Period”). In the event that any such Breach pertains to obligations regarding the payment of monies and the applicable amount is not paid within such Remedy Period, then the non-breaching Party shall be entitled to terminate this Agreement by giving the other Party related written notice, such termination right to be exercised within a period of [***] from the end of such Remedy Period. In the event that any such Breach pertains to obligations other than the payment of monies, the Parties shall proceed as set out hereinafter in Sections (a) to (e). (a) In the event that any such Breach pertains to obligations other than the payment of monies, the Party receiving the Reminder shall have [***] from its receipt of the Reminder in which to prepare and deliver to the other Party a written response to the Reminder that shall (i) provide in reasonable detail a commercially reasonable plan for curing the alleged Breach set forth in the Reminder (the “Breaching PartyRemedy Plan”) and (ii) set forth a reasonable time period within which the Remedy Plan shall be complete and such alleged Breach shall be cured (the “Extended Remedy Period”). (b) In the event that the Party sending the Reminder reasonably determines that the Remedy Plan and the Extended Remedy Period are sufficient to cure the alleged Breach, then, unless the other Party elects to proceed pursuant to sub-Section (e) of this Section 18.2.1, such other Party shall cure such alleged Breach in accordance with such Remedy Plan and the related time frame. (c) In the event that the Party sending the Reminder reasonably determines (i) that the Remedy Plan and/or the Extended Remedy Period are insufficient to cure the alleged Breach or (ii) that the Breaching Party fails to properly perform under an accepted Remedy Plan and cure in all material respects the Breach within the extended Remedy Period set forth in an accepted Remedy Plan, then the Party sending the reminder may provide written notice to the Party receiving the Reminder that (y) it rejects the Remedy Plan or (z) it rejects performance thereunder, as may be applicable, and the reasons therefor in reasonable detail (the “Rejection Notice”). A Rejection Notice shall constitute a written notice of a Dispute under Section 20.2. (d) The Party giving Rejection Notice may, together with such Rejection Notice, give a written notice of termination of this Agreement for uncured material Breach (a “Termination Notice”). Any such Termination Notice shall be effective [***] from receipt by the terminated Party or such other longer period as the terminating Party may reasonably specify, unless the terminated Party should object against such Termination Notice within such period of [***], thereby specifying in reasonable detail the reasons for which the terminated Party believes that the terminating Party is not entitled to terminate for material Breach (the “Objection Notice”). If the terminating Party should timely receive any such objection by the terminated Party, the terminated Party shall be obliged to promptly initiate Dispute Resolution pursuant to Section 20.2 and, failing which, arbitration pursuant to Section 20.3, regarding effectiveness of such Termination Notice. In such case, the Termination Notice shall become effective [***] after final dispute resolution pursuant to Section 20.2 or, if the issue has materially breached not been resolved by dispute resolution pursuant to Section 20.2, by arbitration proceedings pursuant to Section 20.3, provided that such proceedings have not been resolved in favor of the Breaching Party or otherwise resulted in a final conclusion that the terminating Party is not entitled to terminate this Agreement for the reasons set forth in the Termination Notice. (e) In case the Party which has been notified of a Reminder containing the intention to terminate for Breach and a Remedy Period for the cure thereof is in good faith of the opinion that it has not Breached this Agreement, in order to avert termination by the Party sending the Reminder, shall be entitled to submit such issue to arbitration pursuant to Section 20.3 (in lieu of submitting a Remedy Plan) in order to have the court of arbitration issue a declaratory judgement on the issue. Provided that the Party challenging the Reminder has requested arbitration [***] from the receipt of the Reminder, the Party intending to terminate shall not do so for the duration of such arbitration procedure and such material breach the [***] referred to below. In case the court of arbitration holds that a Breach has been established that would qualify for termination, termination shall only be permitted in case the breaching Party has not been cured such Breach within sixty (60) days after [***] from the receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). 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 decision of this Agreement the court of arbitration. (f) For clarity, each Party’s rights pursuant to this Section 10.3 20.5 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; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreementremain unaffected.

Termination for Material Breach. Either If either Party (believes that the “Terminating other is in material breach of its obligations hereunder or material breach of any representation or warranty set forth in this Agreement, then the non-breaching Party may deliver notice of such breach to the other Party”) . For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have [*] days from such notice to dispute or cure such breach. For any breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have [*] days from the receipt of the notice to dispute or cure such breach. If [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to rule 24b-2 of the Securities Exchange Act of 1934, as amended. the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the other Party. If the allegedly breaching Party in its entirety, good faith disputes such material breach or on a country-by-country disputes the failure to cure or remedy such material breach and Product-by-Product basis, in the event provides written notice of that dispute to the other Party (within the “Breaching Party”) has materially breached this Agreementapplicable period set forth above, the matter shall be addressed under the dispute resolution provisions in Section 16.6, and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). 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 pursuant to this Section 10.3 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; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until it has been determined under Section 16.6 that the allegedly breaching Party is in material breach of this Agreement. Notwithstanding the foregoing, if the material breach [*] and provided that such material breach has been established [*] under this Section 13.2(b) shall [*] set forth in Section [*] with respect to such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement [*] except as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement[*].

Termination for Material Breach. Either (a) Each Party (shall have the “Terminating Party”) may right to terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event entirety upon written notice to the other Party (the “Breaching Party”) has materially breached this Agreement, and if such other Party is in material breach of this Agreement and has not been cured such breach within sixty ninety (6090) days after receipt of written notice from the terminating Party indicating the nature of such breach and the actions required to cure such breach if not apparent, or if such other Party is dissolved or liquidated or takes any corporate action for such purpose; makes a general assignment for the benefit of creditors; or has a receiver, trustee, custodian or similar agent appointed by the Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged order of any court of competent jurisdiction to take charge of or sell any material breach shall provide sufficient detail to put the Breaching Party on notice portion of such material breachits property or business. Any such termination of this Agreement pursuant to this Section 10.3 shall become effective at the end of the Cure Period, such ninety (90) day period unless the Breaching breaching Party has cured any such material breach prior to the expiration end of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant period. Any right to terminate under this Section 9.2(a) shall not become effective unless be stayed and until such material breach has been established in such proceedings and, the cure period tolled in the event that, following during any cure period, the Party alleged to have been in material breach shall have initiated dispute resolution in accordance with Article 11 with respect to the alleged breach, which stay and tolling shall continue until such establishmentdispute has been resolved in accordance with Article 11. (b) For clarity, in the event of material breach of this Agreement by Premas that is not cured within the applicable notice period set forth in Section 9.2(a), Licensee, at its sole discretion, may either: (i) terminate this Agreement in accordance with Section 9.2(a) (in addition to pursuing any remedy that may be available to Licensee at law or in equity as a cure result of Premas’s breach of this Agreement); or (ii) elect (A) not to terminate this Agreement, (B) to terminate and to retain the license granted under Section 2.1, subject to all terms and conditions hereof, and (C) pursue any remedy that may then be accomplished by the payment available to Licensee at law or in equity as a result of money or the taking Premas’s breach of certain actionsthis Agreement, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The without prejudice to Licensee’s right of either Party to terminate this Agreement as provided in at a later date pursuant to Section 9.2 (for that uncured material breach or any other uncured material breach of this Agreement by Premas) or pursuant to Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement9.4.

Termination for Material Breach. Either If a Party (is in Material Breach of this Agreement, the “Terminating Party”) other Party may give written notice to the breaching Party specifying the claimed particulars of such breach, and in the event such Material Breach is not cured within [***] after such notice, the notifying Party shall have the right thereafter to terminate this Agreement in its entiretyimmediately by giving written notice to the breaching Party to such effect; provided, or on a country-by-country that if such breach is capable of being cured but cannot be cured within such [***] period and Product-by-Product basisthe breaching Party initiates actions to cure such breach within such period and thereafter diligently pursues such actions, the breaching Party shall have such additional period as is reasonable in the event circumstances to cure such breach. Any dispute regarding (i) the other existence or materiality of a breach specified in a notice provided by a Party in accordance with this Section 11.3(a); or (the “Breaching Party”ii) whether a Material Breach has materially breached this Agreement, and such material breach has not been cured within sixty the applicable cure period described in this Section 11.3(a) will be resolved in accordance with the dispute resolution procedures (60including litigation) days after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”)described in Article 12. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any No purported termination of this Agreement pursuant to this Section 10.3 11.3(a) shall become effective at take effect until the end resolution of such dispute, and the Cure Period, unless period for cure of such alleged breach shall be tolled during the Breaching pendency of any dispute with respect to an alleged breach. If it is ultimately determined that the breaching Party has cured any committed such material breach prior and such Material Breach is curable, then the breaching Party will have the right to cure such Material Breach after such determination within the expiration applicable [***] cure period which will commence as of the date of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith determination. Any termination by appropriate proceedings hereunder, any termination pursuant to Party under this Section 11.3(a) and the effects of termination provided herein shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect without prejudice to any previous breach under this Agreementdamages or other legal or equitable remedies to which it may be entitled.

Termination for Material Breach. Either (i) This Agreement may be terminated by a Party (the “Terminating Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event upon written notice to the other Party (if the “Breaching Party”) has materially breached this Agreement, and such other Party is in material breach of this Agreement and has not been cured such breach within sixty [*] (60[*] with respect to any payment breach under Section 7.1, [*] with respect to any payment breach under Sections 7.2 and 7.3, along with interest as provided for in Section 8.7) days after receipt of written notice of such breach by the Breaching Party from the Terminating terminating Party (requesting cure of the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any such termination of this Agreement pursuant to this Section 10.3 shall become effective at the end of the Cure Periodsuch [*] ([*] with respect to any payment breach under Section 7.1, [*] with respect to any payment breach under Sections 7.2 and 7.3, along with any interest as provided for in Section 8.7) period unless the Breaching breaching Party has cured any such material breach or default prior to the expiration end of such Cure Periodperiod; provided provided, however, that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant right to terminate this Agreement under this Section shall not become effective unless be stayed and until such material breach has been established in such proceedings and, the cure period tolled in the event that, following such establishmentduring any cure period, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60Party alleged to have been in material breach shall have initiated dispute resolution in accordance with Section 15.1(b) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous the alleged breach, which stay and tolling shall continue until such dispute has been resolved in accordance with Section 15.1(b). (ii) Notwithstanding Section 14.2(b)(i), solely in the event of Cardiome’s material breach of its obligations under Section 6.3 or Section 6.4 in either Europe or Canada (but not both of such Regions), SteadyMed shall have the right to terminate all rights and licenses granted to Cardiome under this Agreement with respect solely to such Region, upon [*] written notice to Cardiome, if Cardiome has not cured such material breach by the end of such [*] period, in which event, from and after the effectiveness of such notice of termination, the Territory shall be deemed to exclude such Region for all purposes under this Agreement, but this Agreement shall otherwise remain in full force and effect in accordance with its terms; provided, however, that any right to terminate under this Section 14.2(b)(ii) shall be stayed and the cure period tolled in the event that, during any cure period, Cardiome shall have initiated dispute resolution in accordance with Section 15.1(b) with respect to the alleged breach, which stay and tolling shall continue until such dispute has been resolved in accordance with Section 15.1(b).

Termination for Material Breach. Either Party (Upon and subject to the “Terminating Party”) may terminate terms and conditions of this Section 19.2, this Agreement shall be terminable by a Party in its entirety, upon written notice to the other Party, if such other Party commits a material breach under this Agreement or on any Ancillary Agreement. Such notice of termination shall set forth in reasonable detail the facts underlying or constituting the alleged breach (and specifically referencing the provisions of this Agreement or Ancillary Agreement alleged to have been breached), and the termination that is the subject of such notice shall be effective […***…] after the date such notice is given unless the breaching Party shall have cured such breach within such […***…] period (or, if such material breach, by its nature, is a country-by-country and Product-by-Product basiscurable breach but such breach is not curable within such […***…] period, such longer period not to exceed […***…] unless otherwise agreed by the Parties, so long as the breaching Party is using diligent efforts to cure such breach, in the which event the other Party (the “Breaching Party”) has materially breached this Agreement, and if such material breach has not been cured within sixty (60) days after receipt cured, such termination shall be effective on the earlier of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). 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 pursuant to this Section 10.3 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; provided that […***…] period or such time as the breaching party ceases to use diligent efforts to cure such breach). Notwithstanding the foregoing, in the event case of a claim breach of a payment obligation hereunder or under an Ancillary Agreement, the […***…] period referred to in the immediately preceding sentence shall instead be […***…] days (and the immediately preceding parenthetical clause in the immediately preceding sentence shall not apply). Any breach of this Agreement or an Ancillary Agreement related to […***…] shall be a material breach is being contested diligently and in of this Agreement. If the allegedly breaching Party has a bona fide good faith by appropriate proceedings hereunderdispute as to the other Party’s right to terminate based on the existence, any materiality or cure of the alleged breach and such disputing Party initiates good faith negotiations regarding such dispute pursuant to Section 10.3.1 within […***…] of first receipt of notice of termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings 19.2 and, in the event that, following such establishment, a cure may then be accomplished by the payment within […***…] of money or the taking first receipt of certain actions, such payment or actions are not paid or taken within sixty (60) days notice of the conclusion of such proceedings. The right of either Party termination pursuant to terminate this Agreement as provided in this Section 10.3 19.2, either initiates litigation pursuant to Section 10.3.2 […***…] then such termination shall not be affected effective until such dispute is resolved in any way by such Party’s waiver accordance with Article X; provided that the disputing Party diligently pursues resolution of or failure to take action with respect to any previous breach under this Agreementthe dispute.

Termination for Material Breach. Either Each Party (the “Terminating Non-Breaching Party”) may shall have the right to terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event upon written notice to the other Party (the “Breaching Party”) if such Breaching Party has materially breached a material term of this AgreementAgreement and, and after receiving written notice from the Non-Breaching Party identifying such material breach has not been cured and claiming the right to terminate, fails to cure such material breach within sixty [**] days (60or, with respect to any breach of a payment obligation, [**] Business Days) days after receipt of written notice from the date of such breach by the Breaching Party from the Terminating Party notice (the “Cure Period”). The written notice describing the alleged ) (or, if such material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 10.3 shall become effective at the end of cannot be cured within the Cure Period, unless if the Breaching Party has cured any commences actions to cure such material breach prior to within the expiration of Cure Period and thereafter diligently continues such Cure Periodactions); provided that if the Breaching Party initiates a dispute resolution procedure under ARTICLE 16 (Dispute Resolution) during the Cure Period to dispute the existence or materiality of the breach for which termination is being sought and is pursuing such procedure in good faith, the event Cure Period shall be tolled and the termination shall become effective only if, as a claim result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach is being contested diligently of one or more material terms under this Agreement and in good faith by appropriate proceedings hereundersuch breach remains uncured for [**] days (or, with respect to any termination pursuant to this Section shall not become effective unless and until breach of a payment obligation, [**] Business Days) after such determination (or, if the material breach has been established in cannot be cured within such proceedings and[**]-day period, in if the event that, following Breaching Party commences actions to cure such establishment, breach within such period and thereafter diligently continues such actions). Breaches of payment terms hereunder will be considered a cure may then be accomplished by material breach of a material term and provide the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in its entirety. In the event that a material breach of a material term (other than a payment breach) relates solely to one country, then the non-breaching Party’s right to terminate for material breach under this Section 10.3 15.2.2 (Termination for Material Breach) shall not be affected in any way by such Party’s waiver limited to termination of or failure to take action the Agreement with respect to any previous such country to which the material breach relates; provided that, if a material breach of a material term (other than a payment breach) relates to the Major European Countries as a whole, then the non-breaching Party’s right to terminate for material breach under this AgreementSection 15.2.2 (Termination for Material Breach) will be a right to terminate this Agreement in its entirety.

Termination for Material Breach. Either This Agreement may be terminated effective immediately to the extent set forth in the last sentence of this Section by written notice by either Party (at any time during the “Terminating Term if the other Party materially breaches this Agreement, which breach remains uncured for [**] days measured from the date written notice of such breach is given to the breaching Party”) , which notice will specify the nature of the breach and demand its cure; provided, however, that if such breach is not capable of being cured within the stated period and the breaching Party uses Commercially Reasonable Efforts to cure such breach during such period and presents a mutually agreeable remediation plan for such breach, this Agreement will not terminate and the cure period will be extended for such period provided in the remediation plan as long as the breaching party continues to use Commercially Reasonable Efforts to pursue the cure as provided in such remediation plan. Notwithstanding anything to the contrary set forth in this Agreement but subject to the limitations set forth in Section 9.5, termination will not be deemed to relieve a defaulting party from any liability arising from such default. The non-breaching Party may terminate this Agreement pursuant to this Section 8.2.1 (i) in the event of a material breach that is specifically related to a country in the Territory and such country is not a Major Country, only with respect to such country, (ii) in the event of a material breach that is specifically related to a Major Country, with respect to such country or as to this Agreement in its entirety, or on a countryat the election of the non-by-country breaching Party and Product-by-Product basis, (iii) in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such of a material breach has that does not been cured within sixty (60) days after receipt of written notice of such breach by relate specifically to a particular country in the Breaching Party from the Terminating Party (the “Cure Period”)Territory, as to this Agreement in its entirety. 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 [**] = Portions of this Agreement exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this Section 10.3 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; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach exhibit has been established in such proceedings and, in filed separately with the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this AgreementCommission.

Termination for Material Breach. Either Each Party (shall have the “Terminating Party”) may right, without prejudice to any other remedies available to it at law or in equity, to terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, entirety in the event that the other Party is in material breach of this Agreement and fails to cure such breach (in the “Breaching Party”case of Takeda, including any Shelving Breach) has materially breached this Agreement, and within [***] days (thirty (30) days in the event of breaches related to payment obligations) of receiving written notice from the other Party expressly putting such Party on notice of the allegation of such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Notice Period”). The written notice describing the alleged Any failure to timely notify under Sections 4.6, 6.1 or 6.3 will not be deemed a material breach of this Agreement unless all such applicable failures, in the aggregate, have a material adverse effect on the Development or Commercialization of the Products or the other Party’s rights under this Agreement. Notwithstanding the foregoing, if such material breach is incapable of being cured within the Notice Period, then the non-breaching Party’s right of termination shall provide sufficient detail be suspended only if, and for so long as, the other Party has provided to put the Breaching non-breaching Party on notice and is diligently implementing a written plan that is reasonably calculated to effect a cure of such material breach in as prompt a manner as is reasonably practical; provided ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. that, the non-breaching Party’s right of termination shall not in any case be suspended any longer than an additional [***] days following the unextended expiration of the Notice Period. In addition and notwithstanding the foregoing, if the Parties reasonably and in good faith disagree as to whether there has been a material breach, the Party that disputes whether there has been a material breach may contest the allegation in accordance with Section 16.1(b), and such Notice Period shall not commence unless and until the final conclusion of such dispute determining the existence of such material breach. Any termination During such dispute, all of the terms and conditions of this Agreement pursuant shall remain in effect, and the Parties shall continue to this Section 10.3 shall become effective at the end perform all of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach their respective obligations under this Agreement.

Termination for Material Breach. Either This Agreement may be terminated effective immediately to the extent set forth in the last sentence of this Section by written notice by either Party (at any time during the “Terminating Term if the other Party materially breaches this Agreement, which breach remains uncured for [**] measured from the date written notice of such breach is given to the breaching Party”) , which notice will specify the nature of the breach and demand its cure; provided, however, that if such breach is not capable of being cured within the stated period and the breaching Party uses Commercially Reasonable Efforts to cure such breach during such period and presents a mutually agreeable remediation plan for such breach, this Agreement will not terminate and the cure period will be extended for such period provided in the remediation plan as long as the breaching party continues to use Commercially Reasonable Efforts to pursue the cure as provided in such remediation plan. Notwithstanding anything to the contrary set forth in this Agreement but subject to the limitations set forth in Section 9.5, termination will not be deemed to relieve a defaulting party from any liability arising from such default. The non-breaching Party may terminate this Agreement pursuant to this Section 8.2.1 (i) in the event of a material breach that is specifically related to a country in the Territory and such country is not a Major Country, only with respect to such country, (ii) in the event of a material breach that is specifically related to a Major Country, with respect to such country or as to this Agreement in its entirety, or on a countryat the election of the non-by-country breaching Party and Product-by-Product basis, (iii) in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such of a material breach has that does not been cured within sixty (60) days after receipt of written notice of such breach by relate specifically to a particular country in the Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail Territory, as to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 10.3 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; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreementits entirety.

Termination for Material Breach. Either 14.4.1 Except as otherwise provided in this Agreement, either Party shall be entitled to terminate this Agreement by written notice to the other Party in the event that the other Party is in material breach of its obligations hereunder and fails to remedy any such breach within ninety (90) days after notice thereof by the “Terminating Party”Party alleging breach. Any such notice shall: INFORMATION MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (a) may specifically state that the Party not in default intends to terminate this Agreement in its entiretythe event that the other Party fails to remedy the breach; and (b) expressly set forth the actions required of the other Party to remedy the breach. If such breach is not corrected, the Party not in breach shall have the right to terminate the license hereunder in respect of such Product or on such country as to which a country-by-country breach remains unremedied] (to the extent such license is revocable or otherwise subject to termination as provided herein) by giving written notice to the other Party provided the notice of termination is given within six (6) months of one Party’s discovery of the other Party’s default and Product-by-Product basis, prior to correction of the default. Either Party shall be entitled to terminate the licenses granted hereunder (to the extent such license is revocable or otherwise subject to termination as provided herein) by written notice to the other Party in the event that the other Party (is in material default of the “Breaching Party”) has materially breached this Non-Competition provisions of the Asset Purchase Agreement, and fails to remedy any such material breach has not been cured default within sixty ninety (6090) days after receipt of written notice of such breach by the Breaching thereof. 14.4.2 If a Dispute arises as to whether either Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged is in material breach shall provide sufficient detail of its obligations hereunder, or as to put the Breaching Party on notice of whether such material breach. Any termination of this Agreement pursuant to this Section 10.3 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; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunderbreach, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party may invoke the dispute resolution procedure described in Article 13 to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by resolve such Party’s waiver of or failure to take action with respect to any previous breach under this AgreementDispute.

Termination for Material Breach. Either Party (It is the “Terminating Party”) may Parties' express intent that consideration shall first and foremost be given to remedying any breach of this Agreement through *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. the payment of monetary damages or such other legal or equitable remedies as shall be appropriate under the circumstances and that there shall only be a limited right to terminate this Agreement in its entirety, or on under the following circumstances as a country-by-country and Product-by-Product basismatter of last resort. In the event that the Neutral, in accordance with the event the other procedures set forth in Section 19.3, has rendered a ruling that a Party (the “Breaching Party”) has materially breached this Agreement, which ruling specified the remedies imposed on such breaching Party for such breach (the "Adverse Ruling"), and the breaching Party has failed to comply with the terms of the Adverse Ruling within the time period specified therein for compliance, or if such compliance cannot be fully achieved by such date, the breaching Party has failed to commence compliance and/or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, then the non-breaching Party shall have the following rights: (a) where Triangle is the breaching Party that failed to comply with the Adverse Ruling and where the basis for such breach is Triangle's failure to abide by a material breach has not been cured within sixty (60) days after receipt of obligation under this Agreement, Xxxxxx may terminate this Agreement and/or Triangle's license rights hereunder by delivering written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). 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 pursuant to this Section 10.3 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to Triangle after the expiration of the period to comply; (b) where Xxxxxx is the breaching party that failed to comply with the Adverse Ruling and where the basis for such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith Xxxxxx'x failure to abide by appropriate proceedings hereundera material obligation under this Agreement, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure Triangle may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver delivering written notice to Xxxxxx after the expiration of or failure the period to take action with respect to any previous breach under this Agreementcomply.

Termination for Material Breach. Either (a) A Party (shall have the “Terminating Party”) may right to terminate this Agreement in its entiretyentirety (except as expressly set forth below in this Section 11.2(a) or in Section 11.2(b)) upon written notice to the other Party if such other Party is in material breach of this Agreement and has not cured such breach within [***] (or [***] with respect to any payment breach) after notice from the first Party requesting cure of the breach. In addition, a Party shall have the right to terminate this Agreement with respect to a particular country, Compound or Product, on a country-by-country and country, Compound-by-Compound or Product-by-Product basis, in the event upon written notice to the other Party (the “Breaching Party”) has materially breached this Agreement, and if such other Party is in material breach of this Agreement (other than a payment breach) with respect to such country, Compound or Product and has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party within [***] after notice from the Terminating first Party (requesting cure of the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any such termination of this Agreement pursuant to this Section 10.3 shall become effective at the end of such [***] (or [***] with respect to any payment breach as set forth in the Cure Period, first sentence of this Section 11.2(a)) period unless the Breaching breaching Party has cured any such material breach prior to the expiration end of such Cure Period; provided that in period. Notwithstanding the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunderforegoing, any termination pursuant to this Section shall not become effective unless and until if such material breach has been established (other than a material breach arising from a failure to make a payment) cannot be reasonably cured during the foregoing cure period, but is capable of cure within [***], then the breaching Party may submit to the non-breaching Party a reasonable cure plan to remedy such material breach that is reasonably acceptable to the non-breaching Party, and upon such submission, the applicable cure period will automatically be extended for so long as the breaching Party continues to use Commercially Reasonable Efforts to cure such material breach in accordance with such proceedings andcure plan, but for no more than [***] from receipt of notice of such breach (subject to the dispute resolution procedures set forth below). Any right to terminate under this Section 11.2(a) shall be stayed and the cure period tolled in the event that, following during any cure period, the Party alleged to have been in material breach shall have initiated dispute resolution in accordance with Article 13 with respect to the alleged breach, which stay and tolling shall continue until such establishmentdispute has been resolved in accordance with Article 13. (b) Notwithstanding the foregoing, in the event of a cure material breach of this Agreement by Xxxxxxx that is not cured within the applicable notice period set forth in Section 11.2(a) and that solely pertains to one or more specific Compounds or Products or one or more countries in the Territory, Cidara may terminate this Agreement solely with respect to those Compounds, Products or countries (as applicable), in each case, to which such breach pertains; provided, however, that (i) if the material breach pertains to [***], then Cidara may terminate this Agreement with respect to [***] and (ii) if the material breach pertains to [***], then Cidara may terminate this Agreement with respect to [***]. (c) For clarity, in the event of material breach of this Agreement by Cidara that is not cured within the applicable notice period set forth in Section 11.2(a), Xxxxxxx, at its sole discretion, may either: (i) terminate this Agreement in accordance with Section 11.2(a) (in addition to pursuing any remedy that may be accomplished by available to Xxxxxxx at law or in equity as a result of Cidara’s breach of this Agreement); or (ii) elect (A) not to terminate this Agreement, (B) to retain the payment License, subject to all terms and conditions of money this Agreement, and (C) pursue any remedy that may be available to Xxxxxxx at law or the taking in equity as a result of certain actionsCidara’s breach of this Agreement, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The without prejudice to Xxxxxxx’x right of either Party to terminate this Agreement as provided in at a later date pursuant to Section 11.2(a) (for that uncured material breach or any other uncured material breach of this Section 10.3 shall not be affected in any way Agreement by such Party’s waiver of or failure to take action with respect to any previous breach under this AgreementCidara).

Termination for Material Breach. Either If either Party materially breaches this Agreement at any time, the non-breaching Party may give written notice to the breaching Party specifying the claimed particulars of such breach, and in such event, unless (a) the “Terminating Party”breaching Party disputes that it has committed a material breach or (b) may such material breach is cured within [*](or, with respect to any breach of any payment obligation, [*]) after the date of receipt of such written notice (provided that if such cure cannot be fully achieved within such [*]cure period, then such cure period will be extended for so long thereafter as the breaching Party is using Commercially Reasonable Efforts to cure), then, subject to the remainder of this Section 14.5, the non-breaching Party shall have the right to terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within sixty (60) days after receipt of entirety with immediate effect by giving written notice of such breach by termination to the Breaching breaching Party. Notwithstanding the foregoing: (a) If the allegedly breaching Party from disputes in good faith the Terminating Party (existence, materiality or cure of the “Cure Period”). The written notice describing the alleged applicable material breach shall provide sufficient detail to put the Breaching Party on and provides written notice of such material breach. Any termination dispute to the other Party within [*]after receipt of this Agreement pursuant to this Section 10.3 shall become effective at the end notice of the Cure Period, unless the Breaching Party has cured any such applicable material breach prior to or notice of termination, as applicable, then the expiration of such Cure Period; provided that matter will be addressed under the dispute resolution provisions in Section 15.4(b) and the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall will not become effective unless and until such it has been finally determined under Section 15.4(b) that the allegedly breaching Party is in material breach of any of its obligations under this Agreement and has been established in such proceedings and, in failed to cure the event that, same (which cure period shall commence following such establishmentfinal determination). During the pendency of such a dispute, all of the terms of this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder. (b) If the material breach by a cure may Party is limited to one or more Licensed Products or countries, and the non‑breaching Party would otherwise have the right to terminate this Agreement in its entirety pursuant to the foregoing provisions of this Section 14.5, then such Party shall only have the right to terminate with respect to the Licensed Product(s) or country(ies) to which the breach is limited. (c) The Parties agree that termination pursuant to this Section 14.5 is a remedy to be accomplished by invoked only if the breach cannot be adequately remedied through a combination of specific performance and the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreementdamages.

Termination for Material Breach. Either In the event of an alleged material breach of this Agreement by a Party, the other Party must give the Party that is allegedly in default notice thereof if such non-breaching party intends to terminate the Agreement pursuant to this Section 13.2. Any dispute regarding an alleged material breach of this Agreement shall be resolved in accordance with this Section 13.2. [* * *] If, however, a Party receives a notice of material breach that relates solely to the payment of amounts due hereunder, and (a) there is no dispute as to the “Terminating Party”amounts owed and (b) may such material breach for non-payment is not cured within [* * *] days after receipt of such notice, the notifying Party shall be entitled to terminate this Agreement by giving written notice to the defaulting Party. In the event that the Neutral (as defined in its entirety, or on a country-by-country and Product-by-Product basisSchedule 14.10), in accordance with the event the other procedures set forth in Section 14.10, has rendered a ruling that a Party (the “Breaching Party”) has materially breached this Agreement, which ruling specified the remedies imposed on such breaching Party for such breach, and the breaching Party has failed to comply with the terms of such adverse ruling within the time period specified therein for compliance, or if such compliance cannot be fully achieved by such date, the breaching Confidential treatment has been sought for portions of this Agreement. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Party has failed to commence compliance and/or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or in the event the material breach has cannot been cured within sixty be remedied, [* * *], then in each case the non-breaching Party shall have the following rights: (60a) days after receipt of if Hospira is the breaching Party that failed to cure such breach or, if applicable comply with an adverse ruling and if the basis for such breach is Hospira’s failure to abide by a material obligation under this Agreement, Durect may terminate this Agreement by delivering written notice to Hospira after the expiration of the period during which Hospira was to comply as set forth in the adverse ruling (if applicable); (b) where Hospira is the breaching party that failed to comply with an adverse ruling and if the basis for such breach is Hospira’s failure to use Commercially Reasonable Efforts to Commercialize a Licensed Product in a particular Jurisdiction, Durect may upon written notice given after the expiration of the period to comply, terminate Hospira’s license rights solely with respect to the Licensed Product in the particular Jurisdiction; and (c) if Durect is the breaching Party that failed to cure such breach or, if applicable, comply with an adverse ruling and if the basis for such breach is Durect’s failure to abide by a material obligation under this Agreement, Hospira may terminate this Agreement by delivering written notice to Durect after the Breaching Party expiration of the period during which Durect was to comply as set forth in the adverse ruling (if applicable) but, at its sole discretion, may, notwithstanding any language to the contrary, retain its license rights and other rights under this Agreement subject to the royalty payments in Section 6.2 and the milestone payments in Section 6.1 and Commercial Sublicense Fees in Section 6.3; provided, however, that Hospira shall be entitled to deduct from the Terminating Party (royalty and milestone payments otherwise due to Durect [* * *]; and provided, further, that Hospira’s license rights shall also be subject to all the “Cure Period”). 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 provisions of this Agreement pursuant directly applicable to such license rights. Confidential treatment has been sought for portions of this Section 10.3 shall become effective at Agreement. The copy filed herewith omits the end of the Cure Period, unless the Breaching Party has cured any such material breach prior information subject to the expiration confidential treatment request. Omissions are designated as * * *. A complete version of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach exhibit has been established in such proceedings and, in filed separately with the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this AgreementSecurities and Exchange Commission.