Common use of Termination for Material Breach Clause in Contracts

Termination for Material Breach. In the event that either Party to this Agreement (the “breaching Party”) commits a material breach or default of any of its obligations hereunder, the other Party hereto (the “non-breaching Party”) may give the breaching Party written notice of such breach or default. In the event that the breaching Party fails to cure such breach or default within ninety (90) days after the date of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof, or if such breach or default cannot be cured within ninety (90) days after the date of the non-breaching Party’s notice thereof, then the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought.

Termination for Material Breach. In the event that If either Party to this Agreement (the “breaching Party”) commits a party is in material breach or default of any of its obligations obligation hereunder, the other Party hereto party contending there is a breach (the “non-breaching Party”charging party) may give the breaching Party a first written notice to the accused party of such the nature of the breach or default. In the event that the breaching Party fails to cure such breach or default within ninety and shall provide sixty (9060) days after the date giving of such first notice for the breach to be cured to the reasonable satisfaction of the charging party or for the accused party to commence action which is calculated to result in the cure of the default to the reasonable satisfaction of the charging party. If, however during the sixty (60) day period, the accused party requests an additional sixty (60) days to cure, such additional time shall be granted. If the charging party believes that adequate action has not been taken to cure the default or that the default has not been cured, then at the end of the initial sixty (60) day time period, or at the end of the additional sixty (60) day time period if such has been requested, the charging party may give a second written notice that the Agreement is to be terminated within sixty (60) days after the second notice, if the default is not cured within such extended time. * INDICATES THAT MATERIAL HAS BEEN OMITTED AND CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENTTHEREFOR. EACH ALL SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof, or if such breach or default cannot be cured within ninety (90) days after the date of the non-breaching Party’s notice thereof, then the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtPURSUANT TO RULE 24b-2.

Termination for Material Breach. In the event that either Either Party to this Agreement (the “breaching Party”) commits a material breach or default of any of its obligations hereunder, the other Party hereto (the “nonNon-breaching Party”) may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement, either on a Program-by-Program basis or in its entirety, as may give be appropriate to protect the interest of the Non-breaching Party arising from such alleged breach, in the event the other Party (the “Breaching Party”) shall have breached or 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 default shall have continued for [***] after written notice thereof was provided to the Breaching Party by the Non-breaching Party, such notice describing with particularity and in detail the alleged material breach. Subject to Section 12.2(b), any such termination of the Agreement under this Section 12.2 shall become effective at the end of such breach or default. In [***] period, unless the event that the breaching Breaching Party fails to cure has cured any such breach or default within ninety (90) days after prior to the date expiration of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK such [***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof] period, or if such breach or default canis not be cured susceptible to cure within ninety (90) days after such [***] period even with the date use of Commercially Reasonable Efforts, the nonNon-breaching Breaching Party’s notice thereofright to termination shall be suspended only if and for so long as the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, then such plan is acceptable to the nonNon-breaching Breaching Party may terminate this Agreement immediately; provided(or to the arbitrators, thatin the event of arbitration pursuant to Section 13.2), notwithstanding and the foregoing, Kadmon’s Breaching Party commits to and does carry out such plan. The right of either Party to terminate this Agreement under or a portion of this Agreement, as provided in this Section 12.4 12.2 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied affected in any way by the payment of monetary damages such Party’s waiver or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of failure to take action with respect to any dispute for which termination is being soughtprevious default.

Termination for Material Breach. In the event that This Agreement may be terminated effective immediately by either Party to this Agreement (at any time during the “breaching Party”) commits a material breach or default of any of its obligations hereunder, License Term if the other Party hereto (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 “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”) may give , which notice shall specify the breaching Party written notice nature of such the breach or defaultand demand its cure, if curable. In the event that such material breach is curable but the breaching Party fails 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 or default specified in a notice provided by the other Party in accordance with Section 14.2.1 and such alleged breaching Party provides the other Party notice of such Dispute within ninety (90) days after the date of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK such [***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ] in the event of non-breaching Party’s notice thereofpayment) period, or if then the such breach or default cannot cure period set forth in this Section 14.2.1 will be cured within ninety (90) days after tolled during the date pendency of the non-breaching Party’s notice thereof, then dispute resolution process set forth in Section 16.3 and the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding will not have the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy 14.2.1 unless and until 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 last resort and may be invoked only the date of such determination. Notwithstanding the foregoing, in the case where event that Licensee as the breach cannot be reasonably remedied by breaching Party has materially breached or defaulted in the performance of any of its payment of monetary damages or other remedy under Applicable Law. Termination obligations under this Section 12.4 Agreement a [***], then XENCOR shall only become effective after resolution of any dispute for which termination is being soughthave the right to terminate this Agreement immediately by providing written notice Licensee, without Licensee having opportunity to cure such breach or default.

Termination for Material Breach. In the event that (a) If either Party to this Agreement (the “breaching Party”) commits a material breach or default of any of its obligations hereunder, believes that the other Party hereto (the “non-breaching Party”) is in material breach of this Agreement, then such Party may give the breaching Party written deliver notice of such breach or defaultto such other Party. In such notice, such Party will identify with specificity the event alleged breach and the actions or conduct that it wishes such other Party to take for an acceptable and prompt cure of such breach or indicate that such breach is not curable; provided that such identified actions will not be binding upon such other Party with respect to the actions that it may need to take to cure such breach. The allegedly breaching Party will have thirty (30) days to cure such breach if such breach is curable. If the allegedly breaching Party fails to cure such breach or default within ninety (90) days after the date of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof, such cure period or if such breach or default canis not be cured within ninety (90) days after curable, the date of the non-breaching Party’s notice thereofother Party may, then the non-breaching Party may subject to Section 8.2(b), terminate this Agreement immediately; provided, that, notwithstanding immediately by providing such allegedly breaching Party a written notice at the end of such cure period or immediately if such breach is not curable. (b) Notwithstanding the foregoing, Kadmon’s if the allegedly breaching Party disputes in good faith the existence or materiality of such breach and provides notice to the other Party of such dispute within such cure period, such other Party will not have the right to terminate this Agreement under in accordance with this Section 12.4 shall be section 8.2 unless and until it has been determined in accordance with Article 10 that this Agreement was materially breached by such allegedly breaching Party who failed to cure such breach within the applicable cure period. It is understood and acknowledged that during the pendency of such a remedy dispute, all of last resort the terms and may be invoked only conditions of this Agreement will remain in effect and the case where the breach cannot be reasonably remedied by the payment Parties will continue to perform all of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughttheir respective obligations hereunder.

Termination for Material Breach. In the event that either Party to this Agreement (the “breaching Breaching Party”) commits a is in material breach or default of any of its material obligations hereunderunder this Agreement, in addition to any other right and remedy the other Party hereto (the “nonNon-breaching Breaching Party”) may give have, the breaching Non-Breaching Party written notice of such breach or default. In the event that the breaching Party fails to cure such breach or default within ninety (90) days after the date of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK may terminate this Agreement by […***…] prior written notice (such […***…] period, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching the “Notice Period”) to the Breaching Party’s notice thereof, or specifying the breach and its claim of right to terminate; provided, that the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach complained about during the Notice Period (or, if such breach or default cannot be cured within ninety (90) days after such Notice Period, if the date of Breaching Party commences actions to cure such default within the non-breaching Party’s notice thereof, then the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding the foregoing, Kadmon’s right Notice Period and thereafter diligently continues such actions). It is understood that termination pursuant to terminate this Agreement under this Section 12.4 11.2 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary money damages or other remedy under Applicable applicable Law. Termination If either Party initiates a dispute resolution procedure as permitted under this Section 12.4 shall only become effective after resolution of any 15.3 to resolve the dispute for which termination is being soughtsought and is diligently pursuing such procedure, including any arbitration following therefrom, the termination shall become effective only if and when such dispute is finally resolved through such dispute resolution procedure. This Section 11.2 defines exclusively the Parties’ right to terminate in case of any material breach of this Agreement.

Termination for Material Breach. In the event that either Party to of an alleged material breach of this Agreement (the “breaching by a Party”) commits a material breach or default of any of its obligations hereunder, the other Party hereto (must give the “Party that is allegedly in default notice thereof if such non-breaching Party”party intends to terminate the Agreement pursuant to this Section 9.2. Any dispute regarding an alleged material breach of this Agreement shall be resolved in accordance with this Section 9.2. [* * *] If, however, a Party receives a notice of material breach that relates solely to the payment of amounts due hereunder, and (a) may give there is no dispute as to the breaching amounts owed and (b) 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 of such breach or defaultto the defaulting Party. In the event that the Neutral (as defined in Schedule 10.10), in accordance with the procedures set forth in Section 10.10, has rendered a ruling that a Party has materially breached this Agreement, which ruling specified the remedies imposed on such breaching Party fails for such breach, and the breaching Party has failed to cure comply with the terms of such breach or default adverse ruling within ninety (90) days after the date of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereoftime period specified therein for compliance, or if such breach or default compliance cannot be cured within ninety (90) days after fully achieved by such date, the date of 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 non-breaching Party’s notice thereofevent the material breach cannot be remedied, [* * *], then in each case the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding shall have the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy by delivering written notice to the breaching Party after the expiration of last resort and may be invoked only the period during which the breaching Party was to comply as set forth in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought.adverse ruling (if applicable);

Termination for Material Breach. In the event that either Party to this Agreement (the “breaching Breaching Party”) commits a shall be in material breach or default of any of its material obligations hereunderunder this Agreement, in addition to any other right and remedy the other Party hereto (the “nonNon-breaching Breaching Party”) may give have, the breaching Non-Breaching Party written notice of such breach or default. In the event that the breaching Party fails to cure such breach or default within may terminate this Agreement in its entirety by ninety (90) days after prior written notice (the date “Notice Period”) to the Breaching Party, specifying the breach and its claim of right to terminate; provided, that the termination shall not become effective at the end of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTIONNotice Period if the Breaching Party cures the breach complained about during the Notice Period (or, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof, or if such breach or default cannot be cured within ninety (90) days after such Notice Period, if the date of Breaching Party commences actions to cure such default within the non-breaching Party’s notice thereof, then the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding the foregoing, Kadmon’s right Notice Period and thereafter diligently continues such actions). It is understood that termination pursuant to terminate this Agreement under this Section 12.4 12.3 (Termination for Material Breach) shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary money damages or other remedy under Applicable Lawapplicable law. Termination If either Party initiates a dispute resolution procedure as permitted under this Section 12.4 shall only become effective after resolution Agreement prior to the end of any the Notice Period to resolve the dispute for which termination is being soughtsought and is diligently pursuing such procedure, including any litigation following therefrom, the termination shall become effective only if and when such dispute is finally resolved through such dispute resolution procedure. This Section 12.3 (Termination for Material Breach) defines exclusively the Parties’ right to terminate in case of any material breach of this Agreement.

Termination for Material Breach. In the event that either (a) If a Party to this Agreement (the “breaching Party”) commits a material breach or default of any of its obligations hereunderthis Agreement, the other Party hereto (the “non-breaching Party”) may give provide to the breaching Party a written notice specifying the nature of the breach, requiring it to make good or otherwise cure such breach, and stating its intention to terminate this Agreement if such breach or defaultis not cured. In the event that the breaching Party fails to cure If such breach or default is not cured within ninety sixty (9060) calendar days after the date receipt of such notice, the non-defaulting Party shall be entitled, without prejudice to any of its other rights conferred under this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement by written notice to the other Party, provided, however, that if the cause of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTIONmaterial breach is non-payment of the amounts due under this Agreement, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK then the cure period for such non-payment shall be [***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof, or if such breach or default cannot be cured within ninety (90) ] calendar days after from the date of notice of material breach by the non-breaching Party’s notice thereof; provided further, then that if either Party disputes (i) whether such material breach has occurred; or (ii) whether the non-breaching defaulting Party may terminate has cured such material breach, the Parties agree to resolve the dispute as expeditiously as possible under ARTICLE 15. It is understood and acknowledged that during the pendency of such a dispute, all of the terms and conditions of this Agreement immediately; provided, that, notwithstanding shall remain in effect and the foregoing, Kadmon’s Parties shall continue to perform all of their respective obligations hereunder. (b) The right of a Party to terminate this Agreement under Agreement, as provided in this Section 12.4 Article 14, shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied affected in any way by the payment of monetary damages its waiver or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of failure to take action with respect to any dispute for which termination is being soughtprior default or breach.

Termination for Material Breach. In the event that either Any material failure by a Party to this Agreement (the “breaching Party”) commits a material breach or default of comply with any of its material obligations hereunder, contained herein shall entitle the other Parties not in default to give to the Party hereto (the “non-breaching Party”) may give the breaching Party in default written notice specifying the nature of such breach the default, requiring the defaulting Party to make good or default. In the event that the breaching Party fails to otherwise cure such default, and stating its intention if such default is not cured to terminate or, at the option of the Party(ies) not in default, to convert a Collaboration Product to which the material breach or applies to a Unilateral Product pursuant to Section 5.1. If such default is not cured within ninety thirty (9030) days after the date receipt of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTIONsuch notice (or, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof, or if such breach or default cannot be cured within ninety such thirty (9030)-day period, if the Party in default 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 one-hundred and twenty (120) days after the date receipt of such notice), except in the non-breaching case of a payment default, as to which the defaulting Party shall have only a thirty (30) day cure period, the Parties not in default shall be entitled, on written notice to the other Party’s notice thereof, then the non-breaching Party may 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 (a) terminate this Agreement immediately; providedin its entirety, thator (b) convert such Collaboration Product to a Unilateral Product pursuant to Section 5.1, notwithstanding whereupon the foregoing, Kadmon’s right defaulting Party shall be deemed the Opting-Out Party with respect to terminate this Agreement such Unilateral Product for all purposes hereunder and the notice provided under this Section 12.4 provision shall be a remedy of last resort and may be invoked only deemed equivalent to an Election Notice as provided in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought5.1.

Termination for Material Breach. Either party may terminate this Agreement if the other party is in breach of its obligations under this Agreement and such breach is deemed material by the non‐breaching party, in its reasonable judgment. For purposes of clarity, a material breach includes, but is not limited to, failure to perform Adequate Identity Verification or failure to pay amounts owed under Article 5. In the event that either Party party wishes to terminate this Agreement for a reason specified in this section, such party (the “breaching Sending Party”) commits a material breach or default of any of its obligations hereundershall give written notice, in accordance with section 14.10 (“Remedy Notice”), to the other Party hereto party (the “non-breaching Other Party”) may give ). The Remedy Notice must specifically state the breaching reason or reasons why the Sending Party written notice believes the Other Party is in material default under this Agreement and wishes to terminate this Agreement, and must request such Other Party to specify the act or acts which it will accomplish to cure the cited material defaults. The Other Party will have a period of 45 days from its receipt of the Remedy Notice to cure the cited material default, or if such breach material default cannot be cured in such 45‐day period, specify to the Sending Party the act or acts which such Other Party will accomplish in order to cure the cited material default. In the event that the breaching default is not cured by the end of such 45‐day period and the Sending Party fails to cure does not at the end of such breach or default within ninety (90) days after 45‐day period approve the date of acts, if any, proposed by the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTIONOther Party as curing the cited material default, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof, or if such breach or default canwhich approval will not be cured within ninety (90) days after unreasonably withheld, the date of the non-breaching Party’s notice thereof, then the non-breaching Sending Party may then immediately terminate this Agreement immediately; providedby giving the Other Party another written notice, thatin accordance with section 14.10 (“Termination Notice”), notwithstanding the foregoing, Kadmon’s right to terminate stating that this Agreement is being terminated under the provisions of this Section 12.4 shall be a remedy section effective upon receipt of last resort and may be invoked only in the case where the breach cannot be reasonably remedied Termination Notice by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtOther Party.

Termination for Material Breach. In Either party may terminate this Agreement in the event that either Party to of a Material Breach of this Agreement by the other party pursuant to the following process: (a) The non-breaching party shall provide the breaching party with written notice which sets forth the alleged Material Breach(es) (b) The breaching party shall have 45 days following receipt of the notice from the non-breaching party (the “breaching PartyCure period”) commits a material breach or default of any of its obligations hereunder, the other Party hereto to cure such alleged Material Breach(es). (the “non-breaching Party”c) may give the breaching Party written notice of such breach or default. In the event that the breaching Party party fails to cure such breach or default within ninety (90) days after Material Breaches during the date of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTIONCure Period, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof, or if such breach or default cannot be cured within ninety (90) days after the date of the non-breaching Party’s notice thereof, then the non-breaching Party party may terminate this Agreement immediately; providedupon the expiration of the Cure Period, that, notwithstanding subject to the foregoing, Kadmon’s Wind Up provisions set forth in Section 2.4.(d) by providing the breaching party with written notice of termination of this Agreement. The right to terminate this Agreement set forth in this paragraph shall be in addition to the other rights and remedies available to the parties under applicable law. (d) In the event of a Material Breach of this Agreement that has not been cured by the expiration of the Cure Period, the parties shall, unless the parties mutually agree otherwise in writing, continue to perform their respective obligations under this Section 12.4 Agreement for a minimum of 12 months after the expiration of the Cure Period (the “Wind Up Period”); provided, however, that the Wind Up Period shall be a remedy of last resort and may be invoked only in 6 months if the case where Material Breach involves the breach cannot be reasonably remedied by District’s failure to make the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought.Contract Payment

Termination for Material Breach. In the event that either Either Party to this Agreement (the “breaching Non-Breaching Party”) commits a may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement in the event the other Party (the “Breaching Party”) shall have materially breached or defaulted in the performance of its obligations under this Agreement and such default shall have continued for ninety (90) calendar days after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing with particularity and in detail the alleged material breach. Any such termination of this Agreement under this Section 9.2(a) shall become effective at the end of such ninety (90) calendar day period, unless the Breaching Party has either (i) cured any such breach or default prior to the expiration of any of its obligations hereundersuch ninety (90) calendar day period, or (ii) if such breach is not susceptible to cure within such ninety (90) calendar day period, the other Breaching Party hereto has, within thirty (the “non-breaching Party”30) may give the breaching Party written calendar days from notice of such breach or default, provided to the Non-Breaching Party a written plan to effect a cure that the Non-Breaching Party notifies the Breaching Party is reasonably satisfactory to the Non-Breaching Party. If the Non-Breaching Party rejects this plan, then the Breaching Party may either (a) seek dispute resolution pursuant to Section 9.2(b) herein, or (b) allow the Non-Breaching Party to terminate the Agreement without further action. In the event that the breaching Non-Breaching Party fails to cure such breach or default within ninety (90) days after has accepted any plan in accordance with the date of preceding sentences, the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION nonNon-breaching Party’s notice thereof, or if such breach or default cannot be cured within ninety (90) days after the date of the non-breaching Party’s notice thereof, then the non-breaching Breaching Party may terminate this Agreement immediately; provided, that, notwithstanding immediately upon written notice to the foregoing, Kadmon’s Breaching Party if the Breaching Party subsequently fails to carry out such plan. The right of either Party to terminate this Agreement under as provided in this Section 12.4 9.2(a) shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied affected in any way by the payment of monetary damages such Party’s waiver or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of failure to take action with respect to any dispute for which termination is being soughtprevious default.

Termination for Material Breach. In Upon the event that either Party to this Agreement (the “breaching Party”) commits a material breach or default of any of its obligations hereunderby one Party under this Agreement, the other Party hereto (the “non-breaching Party”) may give shall notify the breaching Party written notice of such breach or default. In the event breach, and require that the breaching Party fails to cure such breach or default within ninety (90) days after (except with respect to payments due hereunder, thirty (30) days) or, in the date case of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof, or if such a breach or default that cannot be cured within ninety (90) EpiCept License (final) days after (thirty (30) days for nonpayment), within a reasonable period not exceeding one-hundred eighty (180) days so long as the date of the non-breaching Party’s notice thereof, then the non-breaching Party may terminate this Agreement immediately; providedis diligently proceeding to cure such default. (a) In the event that a material breach by Durect is not cured within the applicable cure period and without limiting other available remedies, that, notwithstanding EpiCept shall have the foregoing, Kadmon’s right to terminate this Agreement upon written notice and all licenses granted by EpiCept to Durect hereunder shall terminate and all amounts that have accrued to EpiCept under this Section 12.4 Agreement shall be immediately due and payable, subject to the terms of Section 12.13(c); provided that if a remedy of last resort and may be invoked only material breach by Durect that has not been cured is with respect to any individual jurisdiction in the case where Territory, EpiCept may at its sole discretion and upon written notice to Durect terminate this Agreement only with respect to such jurisdiction and, in such case, only the license granted by EpiCept to Durect with respect to such jurisdiction shall terminate. (b) In the event that a material breach canby EpiCept is not be reasonably remedied by cured within the payment of monetary damages or applicable cure period and without limiting other remedy under Applicable Law. Termination under available remedies, Durect shall have the right to terminate this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtAgreement upon written notice.

Termination for Material Breach. In the event that If either Party to has materially breached this Agreement (the “breaching Breaching Party”) commits a material breach or default of any of its obligations hereunder), then the other Party hereto (the “nonNon-breaching Breaching Party”) may give the breaching Party written deliver notice of such material breach or defaultto the Breaching Party, which notice shall describe such breach in reasonable detail and shall state the Non-Breaching Party’s intention to terminate this Agreement pursuant to this Section 11.4 (a “Default Notice”). In If the event Breaching Party does not dispute (which dispute must be made in good faith) that it has committed a material breach of this Agreement, then if the breaching Breaching Party fails to cure such breach or default within ninety (90) days after the date receipt of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof, or Default Notice (provided that if such breach or default cure cannot reasonably be cured achieved within ninety such period, then as long as the Breaching Party initiated steps, within such period, as would be considered reasonable to effectively cure such breach, then such period shall be automatically extended for an additional (90) days after the date i.e., for a maximum cure period of the non-breaching Party’s notice thereof), then the nonNon-breaching Breaching Party may terminate this Agreement immediatelyupon notice to the Breaching Party following such cure period. If the Breaching Party disputes in good faith that it has materially breached this Agreement, the dispute shall be resolved pursuant to Section 12.7; provided, provided that, notwithstanding subject to Section 11.6, during the foregoingpendency of such dispute, Kadmon’s right to terminate all of the terms and conditions of this Agreement under 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 finally determined to be in material breach of this Agreement (an “Adverse Ruling”), then if the Breaching Party fails to cure such material breach within (as such cure period may be extended to up to as set forth in the foregoing provisions of this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought.11.4)

Termination for Material Breach. In (i) Each Party shall have the event that either Party right to terminate this Agreement (the “breaching Party”) commits a material breach or default of any of its obligations hereunder, immediately upon written notice to the other Party hereto if such other Party materially breaches this Agreement and has not cured such breach within ninety (90) days (or, in the “event of a failure to pay, thirty (30) days) after receipt from the non-breaching Party”Party of written notice specifying the breach and requesting its cure; provided, however, that if such breach (other than a payment breach) may give cannot be cured within such ninety (90)-day period, a Party will not have the right to terminate pursuant to this Section 10.2(b)(i) if the breaching Party written notice of such breach or default. In the event that the breaching Party fails commences Commercially Reasonable Efforts to cure such breach or default within such ninety (90)-day period and cures such breach within ninety (90) days after the date of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof, or if such breach or default cannot be cured within initial ninety (90) day period; and provided further that if the breaching Party is Arctic Vision and such material breach relates solely to one Product under the Agreement (but not to all Products), then Eyenovia shall have the right to terminate this Agreement pursuant to this Section 10.2(b) solely with respect to the Product to which such material breach relates. (ii) 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, and such alleged breaching Party provides the other Party notice of such dispute within thirty (30) days after of notice from the date other Party of the non-breaching Party’s notice thereofsuch breach, then the non-breaching other Party may terminate this Agreement immediately; provided, that, notwithstanding shall not have the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy of last resort 10.2(b) unless and may be invoked only until an arbitral tribunal, in accordance with Section 11.7, has determined that the case where alleged breaching Party has materially breached the Agreement and such Party fails to cure such breach cannot be reasonably remedied by within the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtapplicable cure period set forth above following such decision.

Termination for Material Breach. In the event that either Either Party to this Agreement (the “breaching Party”) commits a material breach or default of any of its obligations hereunder, the other Party hereto (the “nonNon-breaching Party”) may give may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement in the breaching event the other Party (the “Breaching Party”) shall have materially breached or defaulted in the performance of any of its material obligations under this Agreement and such default shall have continued for [***] calendar days after written notice thereof was provided to the Breaching Party by the Non-breaching Party, such notice describing with particularity and in detail the alleged material breach. Any such termination of this Agreement under this Section 12.2.1 shall become effective at the end of such breach or default. In [***] calendar day period, unless the event that the breaching Breaching Party fails to cure has either (a) cured any such breach or default within ninety (90) days after prior to the date expiration of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK such [***] calendar day period, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION nonor (b) if such breach is not susceptible to cure within such [***] calendar day period, the Breaching Party has, within such [***] calendar day period, provided to the Non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan has been accepted by the Non-breaching Party’s notice thereof, or if such breach or default cannot be cured within ninety (90) days after . Where the date of the nonNon-breaching Party’s notice thereofParty has accepted any such plan in accordance with the preceding sentence, then the nonNon-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding immediately upon written notice to the foregoing, Kadmon’s Breaching Party if the Breaching Party subsequently fails to carry out such plan. The right of either Party to terminate this Agreement under as provided in this Section 12.4 12.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied affected in any way by the payment of monetary damages such Party’s waiver or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of failure to take action with respect to any dispute for which termination is being soughtprevious default.

Termination for Material Breach. In Upon the event that either Party to this Agreement (the “breaching Party”) commits a material breach or default of any of its obligations hereunderby one Party under this Agreement, the other Party hereto (the “non-breaching Party”) may give shall notify the breaching Party written notice of such breach or default. In the event breach, and require that the breaching Party fails to cure such breach or default within ninety (90) days after (except with respect to payments due hereunder, thirty (30) days) or, in the date case of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof, or if such a breach or default that cannot be cured within ninety (90) days after (thirty (30) days for nonpayment), within a reasonable period not exceeding one-hundred eighty (180) days so long as the date of the non-breaching Party’s notice thereof, then the non-breaching Party may terminate this Agreement immediately; providedis diligently proceeding to cure such default. (a) In the event that a material breach by Durect is not cured within the applicable cure period and without limiting other available remedies, that, notwithstanding EpiCept shall have the foregoing, Kadmon’s right to terminate this Agreement upon written notice and all licenses granted by EpiCept to Durect hereunder shall terminate and all amounts that have accrued to EpiCept under this Section 12.4 Agreement shall be immediately due and payable, subject to the terms of Section 12.13(c); provided that if a remedy of last resort and may be invoked only material breach by Durect that has not been cured is with respect to any individual jurisdiction in the case where Territory, EpiCept may at its sole discretion and upon written notice to Durect terminate this Agreement only with respect to such jurisdiction and, in such case, only the license granted by EpiCept to Durect with respect to such jurisdiction shall terminate. (b) In the event that a material breach canby EpiCept is not be reasonably remedied by cured within the payment of monetary damages or applicable cure period and without limiting other remedy under Applicable Law. Termination under available remedies, Durect shall have the right to terminate this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtAgreement upon written notice.

Termination for Material Breach. In the event that either a Party to this Agreement (the “breaching Party”) commits a material breach or default of any of its overall obligations hereunderunder this Agreement in a manner that fundamentally frustrates the purpose of this Agreement (other than payment obligations), the other Party hereto (the “non-breaching Party”) may give the breaching Party written notice taken as a whole, and such material breach of such breach or default. In the event that the breaching Party fails to cure such breach or default within ninety (90) days after the date of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof, or if such breach or default canits overall obligations is not be cured within ninety (90) days (or such other time period as mutually agreed by the Parties), after such Party receives written notice from the date non- breaching Party, which notice shall specify the nature of the breach and demand its cure, the non- breaching Party may terminate this Agreement in its entirety upon written notice to the breaching Party. (i) Notwithstanding the foregoing, if a material breach is not susceptible to cure within the cure period specified in Section 13.2(a), the non-breaching Party’s right of termination shall be suspended only if, and for so long as, (i) the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure, (ii) such plan is reasonably acceptable to the non-breaching Party and (iii) the breaching Party commits to and does carry out such plan; provided, however, that, unless otherwise mutually agreed by the Parties in such plan, in no event shall such suspension of the non-breaching Party’s notice thereofright to terminate extend beyond (30) days after the original cure period. (ii) Notwithstanding the foregoing, if either Party is alleged to be in material breach and disputes such termination through the dispute resolution procedures set forth in this Agreement, then the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding the foregoing, Kadmonother Party’s right to terminate this Agreement under shall be tolled for so long as such dispute resolution procedures are being pursued by the allegedly breaching Party in good faith and, if it is finally and conclusively determined that the allegedly breaching Party is in material breach, then the breaching Party shall have the right to cure such material breach after such determination within the cure period provided above in this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought13.2(a).

Termination for Material Breach. In the event that either Party to this Agreement (the “breaching Party”"BREACHING PARTY") commits a material breach or default materially defaults in the performance of any of its material obligations hereunderunder this Agreement other than the obligations set forth in Section 7.2 hereof, in addition to any other right and remedy the other Party hereto (the “non-breaching Party”"COMPLAINING PARTY") may give have, the breaching Complaining Party written notice of such breach may terminate this Agreement in its entirety or default. In the event that the breaching Party fails to cure such breach or default within Research Period by ninety (90) days after prior written notice in the date event of a breach relating to matters other than payment of amounts due hereunder or twenty (20) days prior written notice in the event of a breach relating to payment matters (the "NOTICE PERIOD") to the Breaching Party, specifying the breach and its claim of right to terminate, provided always that the termination shall not become effective at the end of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTIONNotice Period if the Breaching Party cures the breach complained about during the Notice Period (or, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof, or if such breach or default cannot be cured within such ninety (90) 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 after following the date end of the non-breaching Party’s notice thereof, then Notice Period to resolve the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought.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

Termination for Material Breach. In Upon the event that either Party to this Agreement (the “breaching Party”) commits a material breach or default of any of its obligations hereunderby one Party under this Agreement, the other Party hereto (the “non-breaching Party”) may give shall notify the breaching Party written notice of such breach, and require that the breaching Party cure such breach within [**] or, in the case of payment defaults, within [**], or in the case of a breach that cannot be cured within [**], within a reasonable period not exceeding [**] so long as the breaching party is diligently proceeding to cure such default. In the event that the breaching a material breach by such Party fails to cure such breach or default within ninety (90) days after the date of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof, or if such breach or default canis not be cured within ninety the applicable cure period and without limiting other available remedies, the other Party shall have the right to terminate this Agreement upon written notice. Notwithstanding the foregoing provisions of this Section 13.4, (90a) days after the date provisions of Sections 4.2(c) and 4.3(d) and not this Section 13.4 shall control the non-breaching Party’s notice thereofParties’ remedies and liabilities with respect to the matters set forth therein and (b) in the case of any bona fide dispute regarding an alleged material breach that is submitted to arbitration pursuant to Section 14.12, then the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding shall not have the foregoing, Kadmon’s right to terminate this Agreement pursuant to this Section 13.4 until a final arbitration award determines that such breach has occurred and, if such breach is a failure to pay amounts due under this Agreement which payment is disputed in good faith by the breaching Party, this Agreement shall not terminate pursuant to this Section 12.4 shall 13.4 based on such payment breach if the breaching Party pays the amounts finally determined to be a remedy of last resort and may be invoked only due, with interest calculated in the case where manner set forth in Section 7.6, if applicable, within [**] after the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination final arbitration award is being soughtrendered.

Termination for Material Breach. Either party, if in compliance with its obligations under this Agreement or excused from compliance hereunder may terminate this Agreement if the other party is in default under this Agreement and such default is deemed material by the non-defaulting party in its reasonable judgment. In the event that either Party party wishes to terminate this Agreement for the reasons specified in this Section 11.3, such party (the “breaching Sending Party”) commits a material breach or default of any of its obligations hereunder, shall give written notice (“Remedy Notice”) to the other Party hereto party (the “non-breaching Other Party”). The Remedy Notice must specifically state the reason or reasons why the Sending Party believes the Other Party is in material default under this Agreement and wishes to terminate this Agreement, and must request such Other Party to specify the act or acts which it will accomplish to cure the cited material defaults. The Other Party will have a period of forty-five (45) may give days from its receipt of the breaching Remedy Notice to cure the cited material default, or if such material default cannot be cured in such forty-five (45) day period, specify to the Sending Party written notice of the act or acts which such breach or Other Party will accomplish in order to cure the cited material default. In the event that the breaching default is not cured by the end of such forty-five (45) day period and the Sending Party fails to cure does not at the end of such breach or default within ninety forty-five (9045) days after day period approve the date of acts, if any, proposed by the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTIONOther Party as curing the cited material default, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof, or if such breach or default canwhich approval will not be cured within ninety (90) days after unreasonably withheld, the date of the non-breaching Party’s notice thereof, then the non-breaching Sending Party may then immediately terminate this Agreement immediately; provided, that, notwithstanding by giving the foregoing, Kadmon’s right to terminate Other Party another written notice (“Termination Notice”) stating that this Agreement is terminated under the provisions of this Section 12.4 11.3. In such event, termination shall be a remedy effective upon receipt of last resort and may be invoked only the Termination Notice in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this accordance with Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought14.7.

Termination for Material Breach. In the event that If either Party to materially breaches this Agreement (the “breaching Party”) commits a material breach or default of at any of its obligations hereundertime, the other Party hereto (the “non-breaching Party”) may give Party shall have the right to terminate this Agreement by written notice to the breaching Party written notice Party, if (a) such material breach is not cured within forty five (45) Calendar Days of such breach a default in making any undisputed payment when due under Section 3, or default. In the event that the breaching Party fails to cure such breach or default within ninety (90) days after Calendar Days following notice by the date of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereofParty to the breaching Party specifying the material breach (or, or if such breach or default is capable of being cured but cannot be cured within such 90-day period, the breaching Party has commenced and diligently continued actions to cure such default provided always that, in such instance, such cure must have occurred within one hundred eighty (180) Calendar Days after notice thereof was provided to the breaching Party by the non-breaching Party to remedy such default) and (b) the non-breaching Party provides notice confirming such termination within thirty (30) Calendar Days following the expiration of such forty-five (45), ninety (90) days after or one hundred eighty (180) Calendar Day period, as applicable, without cure of such material breach. The foregoing notwithstanding, if such material breach is cured or remedied or shown to be non-existent or not material within the date of aforesaid forty-five (45), ninety (90) or one hundred eighty (180) Calendar Day period, the non-breaching Party’s notice thereof, then the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 notice(s) hereunder shall be a remedy automatically withdrawn and of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtno effect.

Termination for Material Breach. In Each Party will be entitled to terminate this Agreement in its entirety at any time during the Term by written notice to the other Party in the event that either the other Party to this Agreement (the “breaching Party”) commits a material is in default or breach or default of any of its material obligations hereunder, and fails to remedy any such default or breach within sixty (60) days or, in the other Party hereto case of a failure to pay amounts due hereunder, within fifteen (15) days (respectively, the “Cure Period”) after written notice thereof by the non-defaulting/non-breaching Party”) may give . In addition, and notwithstanding the breaching Party generality of the foregoing, Santarus will be entitled to, upon written notice to Norgine referencing this Section 13.2, terminate this Agreement in the event of a Diligence Failure as set forth in Section 4.2, which is not cured by Norgine within sixty (60) days of such notice. If such default or breach or default. In is not corrected within the event that applicable Cure Period, the breaching Party fails to cure such breach or default within ninety (90) days after the date of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-defaulting/non-breaching Party’s Party will have the right to immediately terminate this Agreement by giving written notice thereofto the Party in default or breach, except that if the allegedly defaulting/breaching Party in good faith disputes either such default or if such breach or the failure to remedy such default cannot be cured within ninety (90) days after the date of or breach and provides written notice thereof to the non-defaulting/non-breaching Party’s notice thereofParty within the applicable time period, then the matter will be addressed under the dispute resolution provisions in Section 14, and the non-defaulting/non-breaching Party may not terminate this Agreement immediately; provideduntil it has been determined by lower court decision that the allegedly defaulting/breaching Party was in default or breach of a material obligation, that, notwithstanding which was not remedied within the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtapplicable Cure Period.

Termination for Material Breach. In the event that either Party to this Agreement (the “breaching Breaching Party”) commits a shall be in material breach or default in the performance of any of its material obligations hereunderunder this Agreement or any Research Collaboration Agreement, in addition to any other right and remedy the other Party hereto (the “non-breaching Complaining Party”) may give have, the breaching Complaining Party may terminate this Agreement or such Research Collaboration Agreement, in its entirety upon sixty (60) days’ prior written notice (the “Notice Period”) to the Breaching Party, specifying the breach and its claim of such breach or default. In the event right to terminate, provided that the breaching Party fails to cure such breach or default within ninety (90) days after termination shall not become effective at the date end of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTIONNotice Period if the Breaching Party cures the breach during the Notice Period (or, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof, or if such breach or default cannot be cured within such sixty (60)-day period, if the Breaching Party commences actions to cure such default within the Notice Period and thereafter diligently continues such actions, provided that such default is cured within ninety (90) days after the date receipt of such notice), except in the non-breaching Party’s notice thereofcase of a payment default, then as to which the non-breaching Breaching Party may terminate this Agreement immediately; providedshall have only a ten (10)-day cure period. In the event that Humana is the Breaching Party with respect to a Research Collaboration Agreement, that, notwithstanding BGM shall also have the foregoing, Kadmon’s right to terminate this Agreement under and any other Research Collaboration Agreements then in effect. Portions of this Section 12.4 shall be a remedy Exhibit were omitted and have been filed separately with the Secretary of last resort and may be invoked only in the case where Commission pursuant to the breach cannot be reasonably remedied by Registrant’s application requesting confidential treatment pursuant to Rule 406 of the payment Securities Act of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought1933, as amended.

Termination for Material Breach. In the event that either Either Party to this Agreement (the “Non-breaching Party”) commits a material breach may, without prejudice to any other remedies available to it at law or default in equity, terminate this Agreement in the event the other Party (the “Breaching Party”) shall have materially breached or defaulted in the performance of any of its obligations hereunder, under this Agreement and such material breach or default shall have continued for [***] after written notice thereof was provided to the other Breaching Party hereto (by the “nonNon-breaching Party”, such notice describing with particularity and in detail the alleged material breach. Any such termination of this Agreement under this Section 10.2(a) may give shall become effective at the breaching Party written notice end of such breach or default. In [***] period, unless the event that the breaching Breaching Party fails to cure has either (i) cured any such material breach or default within ninety (90) days after prior to the date expiration of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK such [***] period, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION nonor (ii) if such material breach or default is not susceptible to cure within such [***] period, the Breaching Party has, within such [***] period, provided to the Non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is reasonably acceptable to the Non-breaching Party’s notice thereof, or if such breach or default cannot be cured within ninety (90) days after . Where the date of the nonNon-breaching Party’s notice thereofParty has accepted any such plan in accordance with the preceding sentence, then the nonNon-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding immediately upon written notice to the foregoing, Kadmon’s Breaching Party if the Breaching Party subsequently fails to carry out such plan. The right of either Party to terminate this Agreement under as provided in this Section 12.4 10.2(a) shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied affected in any way by the payment of monetary damages such Party’s waiver or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of failure to take action with respect to any dispute for which termination is being soughtprevious default.

Termination for Material Breach. In the event that either Either Party to this Agreement (the “breaching Non-Breaching Party”) commits a material breach may, without prejudice to any other remedies available to it at law or default of any in equity, terminate this Agreement in the event the other Party (the “Breaching Party”) shall have materially breached or defaulted in the performance of its obligations hereunder, the other Party hereto under this Agreement and such default shall have continued for ninety (the “non-breaching Party”90) may give the breaching Party calendar days after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing with particularity and in detail the alleged material breach. Any such termination of this Agreement under this Section 9.2(a) shall become effective at the end of such breach or default. In ninety (90) calendar day period, unless the event that the breaching Breaching Party fails to cure has either (i) cured any such breach or default within prior to the expiration of such ninety (90) days after the date of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereofcalendar day period, or (ii) if such breach or default canis not be cured susceptible to cure within such ninety (90) days after calendar day period, the date of Breaching Party has, within such ninety (90) calendar day period, provided to the nonNon-breaching Breaching Party a written plan that is reasonably calculated to effect a cure and such plan is reasonably acceptable to the Non-Breaching Party’s notice thereof. Where the Non-Breaching Party has accepted any such plan in accordance with the preceding sentence, then the nonNon-breaching Breaching Party may terminate this Agreement immediately; provided, that, notwithstanding immediately upon written notice to the foregoing, Kadmon’s Breaching Party if the Breaching Party subsequently fails to carry out such plan. The right of either Party to terminate this Agreement under as provided in this Section 12.4 9.2(a) shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied affected in any way by the payment of monetary damages such Party’s waiver or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of failure to take action with respect to any dispute for which termination is being soughtprevious default.

Termination for Material Breach. In the event that either 12.2.1 If a Party to this Agreement (the “breaching Breaching Party”) commits a material breach or default of any of its obligations hereunderthis Agreement, the other Party hereto (the “nonNon-breaching Breaching Party”) may give to the breaching Breaching Party written notice specifying the nature of such the material breach and requiring the Breaching Party to make good or default. In the event that the breaching Party fails to otherwise cure such material breach. 12.2.2 If such material breach or default is not cured within ninety (90) days after the date of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof, ] days (in the case of a failure to make a payment due under this Agreement) or if such breach or default cannot be cured within ninety [***] days (90in the case of any other material breach) days after the date receipt of notice pursuant to Section 12.2.1 above, the nonNon-breaching Breaching Party will have the right, on written notice to the Breaching Party’s notice thereof, then the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding the foregoing, Kadmon’s right to terminate this Agreement without prejudice to any of its other rights and remedies conferred on it by this Agreement or by law; provided, however, that in the case of any breach by Bayer of Section 4.5.2 that is not capable of being cured within a [***] day period, the foregoing cure period will be extended for so long as Bayer is conducting the activities set forth in a written plan submitted by Bayer to Micromet (and subject to the approval of Micromet, such approval not to be unreasonably withheld) not later than [***] days following any notice by Micromet under this Section 12.4 shall 12.2 with such plan describing in detail the specific activities and timeframes necessary to cure such breach. If the breach is limited to specific countries, the right to terminate will be limited to such countries, provided that if Bayer commits a remedy material breach relating to the majority of last resort and the Major Markets, the Agreement may be invoked only terminated in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtits entirety.

Termination for Material Breach. In Subject to the event that either final sentence of this Section 8.2, any material failure by a Party to this Agreement (the “breaching Party”) commits a material breach or default of comply with any of its material obligations hereunder, contained in this Agreement shall entitle the other Party hereto (not in default to give to the “non-breaching Party”) may give the breaching Party in default written notice specifying the nature of such breach the default, requiring the defaulting Party to make good or default. In the event that the breaching Party fails to otherwise cure such default, and stating its intention if such default is not cured to convert a Collaboration Product to which the material breach or applies to a Discontinued Product pursuant to Section 5.1. If such default is not cured within ninety thirty (9030) days after the date receipt of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTIONsuch notice (or, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof, or if such breach or default cannot be cured within ninety such thirty (9030)-day period, if the Party in default 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 one-hundred and eighty (180) days after the date receipt of such notice), except in the noncase of a payment default, as to which the defaulting Party shall have only a thirty (30)-day cure period, the Party not in default shall be entitled, on written notice to the other Party, 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 convert such Collaboration Product to a Discontinued Product pursuant to Section 5.1, whereupon the defaulting Party shall be deemed the Opting-breaching Party’s Out Party with respect to such Discontinued Product for all purposes hereunder and the notice thereof, then the non-breaching Party may terminate provided under this Agreement immediately; provided, that, notwithstanding provision shall be deemed equivalent to an Election Notice as provided in Section 5.1. Notwithstanding the foregoing, Kadmon’s if the Party alleged to be in breach disputes such termination through the dispute resolution procedures set forth in this Agreement, then such right to terminate this Agreement under this Section 12.4 shall be a remedy of last resort tolled for so long as such dispute resolution procedures are being pursued by such Party in good faith and may be invoked only if it is finally and conclusively determined that such Party is in breach, then such Party shall have the case where the right to cure such breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective as provided above within sixty (60) days after resolution of any dispute for which termination is being soughtsuch determination.

Termination for Material Breach. In the event that either Party to this Agreement (the “breaching Party”"BREACHING PARTY") commits a material breach or default materially defaults in the performance of any of its material obligations hereunderunder this Agreement relating to a particular Collaboration Combination or Licensed Combination, other than the obligations set forth in Sections 3.9 or 4.5 hereof and other than a default described in Section 11.4, in addition to any other right and remedy the other Party hereto (the “non-breaching Party”"COMPLAINING PARTY") may give have, the breaching 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") to the Breaching Party, specifying the breach and its claim of such breach or default. In the event right to terminate, provided always that the breaching Party fails to cure such breach or default within ninety (90) days after termination shall not become effective at the date end of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTIONNotice Period if the Breaching Party cures the breach complained about during the Notice Period (or, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof, or if such breach or default cannot be cured within ninety such thirty (9030) 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 after following the date end of the non-breaching Party’s notice thereof, then Notice Period to resolve the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought.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

Termination for Material Breach. In Either Party shall have the event that either Party right, but not the obligation, to terminate this Agreement (if the “breaching other Party”) commits , after receiving written notice from such Party of a material breach or default of any of its obligations hereunderunder this Agreement, the other Party hereto (the “non-breaching Party”) may give the breaching Party written notice of such breach or default. In the event that the breaching Party fails to cure such material breach or default within ninety (90) days after from the date of such notice (or within twenty (20) days notice in the event such breach is solely based upon the breaching Party’s failure to pay any amounts due hereunder). For the avoidance of doubt, an uncured material breach of the Supply Agreement following notice by the non-breaching Party and the applicable cure period shall be considered a material breach of this Agreement. Notwithstanding the foregoing, no cure period shall apply with respect to termination due to material breach of Article 12; in such case, the non-breaching Party [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENTREQUESTED. EACH ALL SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereofPURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, or if such breach or default canAS AMENDED. shall have the right, but not be cured within ninety (90) days after the date of the non-breaching Party’s notice thereofobligation, then the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy of last resort and may be invoked only in immediately upon written notice to the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtbreaching Party.