Common use of Termination for Material Breach Clause in Contracts

Termination for Material Breach. (a) Either Party (the “Non-Breaching Party”) may terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target.

Termination for Material Breach. 15.2.1 Each Party may terminate the Agreement if any other Party commits a material breach of any of its obligations under the Agreement, and fails to remedy such breach (if such breach is capable of remedy) within a period of 90 days after being notified in writing to do so, without prejudice to any other rights the terminating Party may have. 15.2.2 Each Party may terminate the Development Program if any other Party commits a material breach of any of its obligations under the Development Program, and fails to remedy such breach (if such breach is capable of remedy) within a period of 90 days after being notified in writing to do so, without prejudice to any other rights the terminating Party may have. In case of such termination of the Development Program, notwithstanding any other provisions of this Agreement: (a) Either the non-breaching Party (shall be free to carry out development, use, manufacturing and Commercialization activities relating to the “Non-Breaching Party”) may terminate this Agreement (y) in its entirety if during the Option Term (Product and with respect to CELGENE, at any time during the Term)Side Products, or (z) on grant a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached license to one or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect more Third Parties to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to carry out such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (oractivities, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to breaching Party's Assigned Territory and in the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure periodJoint Territory; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period.and (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such the non-breaching Party’s waiver or failure Net Sales relating to take action the sales of such Product and Side Products shall be subject to royalties calculated in accordance with respect the rates set out in sub-Sections Error! Reference source not found. to 9.1(a)(i) (the aggregate amount of such Net Sales being added up to any previous Material Breachother Net Sales being taken into account to determine whether the royalty percentage thresholds set out in those sub-Sections are reached). 15.2.3 Each Party may terminate a license granted hereunder if any other Party commits a material breach in connection with such license, and fails to remedy such breach (if such breach is capable of remedy) within a period of 90 days after being notified in writing to do so, without prejudice to any other rights the terminating Party may have. Notwithstanding the foregoing In case of such termination, notwithstanding any other provisions of this Section 12.3.1Agreement: (a) the non-breaching Party shall be free to carry out development, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the use, manufacturing and Commercialization activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect relating to the applicable Selected Targetelement which is the subject matter of the license (for example, Protea IP, LMS IP or the NonPatents), or grant a license to one or more Third Parties to carry out such activities, in the breaching Party's Assigned Territory and in the Joint Territory; and (b) the non-Breaching breaching Party’s termination right pursuant Net Sales relating to this Section 12.3.1 with respect to such Material Breach the sales of Product and Side Products developed, used, manufactured and/or Commercialized using the above mentioned element, shall be limited subject to a termination royalties calculated in accordance with the rates set out in sub-Sections Error! Reference source not found. to 9.1(a)(i) (the aggregate amount of this Agreement with respect to such Selected Target. Further, with respect Net Sales being added up to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant other Net Sales being taken into account to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to determine whether the applicable Selected Target, only royalty percentage thresholds set out in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetthose sub-Sections are reached).

Termination for Material Breach. (a) Either In the event of any material breach of this Agreement, the non-breaching Party (the “Non-Breaching Party”) may terminate this Agreement (y) in its entirety if during the Option Term upon thirty (and with respect 30) days’ prior written notice to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (referencing this Section 16.2 and specifying in reasonable detail the “Breaching Party”) shall have (A) materially breached or defaulted in facts and circumstances constituting such material breach of this Agreement, unless such breach is cured within such thirty-day period; provided, however, that if such breach is not capable of being cured within such thirty-day period and the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Termbreaching Party has commenced and diligently continued actions to cure such breach within such thirty-day period, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, except in the case of a Material Breach with respect payment default, the cure period shall be extended to paymentone hundred twenty (120) days, [**] days) after written notice thereof was provided so long as the breaching Party is making diligent efforts to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breachdo so. Subject to Section 12.3.2, any such Such termination of this Agreement under this Section 12.3.1 shall become be effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the upon expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1foregoing, if in the applicable Material Breach event that there is a breach by either Party of its obligation good faith dispute regarding whether a payment is due to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations LONZA under this Agreement, EPIZYME’s termination right CLIENT shall pay LONZA any undisputed portion of such payment and may, upon written notice to LONZA, pay fifty percent (50%) of the disputed portion into escrow pending resolution of such dispute pursuant to this Section 12.3.1 with respect 19.13, and the cure period described above shall be tolled pending final resolution of such dispute; provided, however, that if LONZA is finally determined to be entitled to the disputed amounts, the escrowed amounts shall be paid to LONZA and CLIENT shall promptly pay the balance owed (and in any event within fifteen (15) days after such final resolution). The Party that is determined to be entitled to such Material Breach escrowed amounts shall also be entitled to receive the interest earned on such amount while in escrow, and the costs of the escrow shall be limited borne by CLIENT if LONZA is determined to a termination of this Agreement with respect be entitled to the applicable Selected Targetescrowed amounts, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect LONZA if CLIENT is determined to be entitled to the obligations escrowed amounts, and allocated pro rata between the Parties if LONZA is determined to be entitled to part, but not all, of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetescrowed amounts.

Termination for Material Breach. (a) Either If either Party (the “Non-Breaching Party”) may terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, believes that the other Party (the “Breaching Party”) shall have (A) has materially breached one (1) or defaulted in the performance more of its material obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] dayAgreement, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party (a written plan “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach of one (1) or more of its material obligations under this Agreement, 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 [***] after receipt of the Default Notice (or within [***] if such breach is for non-payment of any amounts due under this Agreement), or if such compliance cannot be fully achieved within such [***] period and the Breaching Party has failed to promptly commence compliance and use diligent efforts to achieve full compliance as soon thereafter as is reasonably calculated to effect possible and in any case within one hundred *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a cureconfidential treatment request. [***] after receipt of the Default Notice, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) Party may terminate this Agreement upon written notice to the Breaching Party commits to and does carry out such planParty; provided however that, unless otherwise mutually agreed by the Parties in that if such plan or as set forth in Section 12.3.2(b) or material breach is with respect to only one Collaboration Program (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate and not this Agreement in its entirety), or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected TargetProgram. Further, with respect to any Material Breach by CELGENE If the Breaching Party disputes that it has materially breached one (1) of its material obligations under this Agreement, EPIZYME’s termination right the dispute shall be resolved pursuant to this Section 12.3.1 with respect 13.7. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to such Material Breach shall be limited to a termination in material breach of one (1) or more of its material obligations under this Agreement with respect (an “Adverse Ruling”), then if the Breaching Party fails to complete the applicable Selected Target, only in actions specified by the country(ies) in which Adverse Ruling to cure such Material Breach was uncured by CELGENE with respect to the obligations material breach within [***] (or within [***] if such breach is for non-payment of CELGENE any amounts due under this Agreement) after such ruling, or such other period as may be specified in such Adverse Ruling, then the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party; provided that if such Material Breach by CELGENE material breach is a Material Breach as to the EU taken as a whole, EPIZYME may terminate with respect to: (a) only one Collaboration Program (and not this Agreement with respect in its entirety), (b) only one AbbVie Opt In Product (and not this Agreement in its entirety) or one or more (but not all) Major Markets, such termination shall be limited to the entire EU with respect to the applicable Selected Targetsuch Collaboration Program, AbbVie Opt In Product or such Major Markets, as applicable.

Termination for Material Breach. (a) Either Any material failure by a Party (the “Breaching Party”) to comply with any of its material obligations contained in this Agreement (such failure, a “Material Breach”) shall entitle the other Party (the “Non-Breaching Party”) may terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided give to the Breaching Party by written notice specifying the Non-Breaching Party, such notice describing nature of the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) requiring the Breaching Party has cured to cure such Material Breach prior to the expiration of such cure period; orBreach. (iib) If such Material Breach is not susceptible cured within sixty (60) days after the receipt of notice pursuant to cure within such cure period even with the use of Commercially Reasonable EffortsSection 9.2(a) above, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party shall be entitled to terminate this Agreement on written notice to the Breaching Party and without prejudice to any of its other rights conferred on it by this Agreement; provided that if a written Material Breach cannot reasonably be cured within such sixty (60)-day period and the Breaching Party promptly delivers a plan that is reasonably calculated to effect a cure, cure such Material Breach (B) such plan is reasonably acceptable to the Non-Breaching Party) and uses Commercially Reasonable Best Efforts to implement such plan, and (C) then the cure period shall be extended for so long as the Breaching Party commits is using Commercially Reasonable Best Efforts to cure such Material Breach (up to a maximum cure period of one hundred twenty (120) days from the date of initial notice); further provided, however, that if the Breaching Party disputes the existence of a Material Breach, the matter shall be submitted for resolution in accordance with Section 10.11, and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event Breaching Party shall such suspension of not have the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on unless and until a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions final decision of this Section 12.3.1, if the applicable Material Breach is a breach by either rendered under Section 10.11 and the Breaching Party of its obligation fails to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to cure such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to within sixty (60) days thereafter. (c) Notwithstanding any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect provision to the applicable Selected Targetcontrary herein, only if Century at any time (i) defaults in the country(iestimely payment of any monies due to CDI or the timely submission to CDI of any report, (ii) in fails to actively pursue any Development Plan, or (iii) commits any breach of any other covenant herein contained, and Century fails to remedy any such breach or default within ninety (90) days after written notice thereof by CDI, or if Century, its Affiliates or its Sublicensee(s) commits any act of bankruptcy, becomes insolvent, is unable to pay its debts as they become due, files a petition under any bankruptcy or insolvency act, or has any such petition filed against it which such Material Breach was uncured by CELGENE with respect is not dismissed within sixty (60) days, or offers any component of the Licensed Patent Rights, or Reprogrammed iPS Cells to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a wholeits creditors, EPIZYME may CDI may, at its option, terminate this Agreement with respect by giving notice of termination to the entire EU with respect to the applicable Selected TargetCentury.

Termination for Material Breach. (a) Either Prior to the receipt of Regulatory Approval to market a Royalty Product or Developed Drug Product hereunder, either Party (the “Non-Breaching Party”) may terminate this Agreement (y) in its entirety if during for breach by the Option Term other Party by providing written notice to the breaching Party as set forth in Section 5.2(c) and otherwise complying with Section 5.2 (and c) below. (b) After the receipt of any Regulatory Approval to market a Royalty Product or Developed Drug Product hereunder, either Party may terminate this Agreement for breach by the other Party, but only with respect to CELGENEthe specific Royalty Product or Developed Drug Product that is the subject of the breach in question, at by providing written notice to the breaching Party as set forth in Section 5.2(c) and otherwise complying with Section 5.2 (c) below. (c) Either Party may exercise the right to terminate for the breach as set forth in Sections 5.2(a) and/or Section 5.2(b) hereunder, upon the breach by the breaching Party of such Party’s obligations to pay any time during amounts owing hereunder, if such breach is not cured within [****]* after receipt of written notice from the Term), non-breaching Party or (zb) on a Selected Targetupon any material breach of this Agreement by the non-by-Selected Target basis breaching Party, if such breach is not cured within [****]* after the Option Termbreaching Party receives written notice of such breach from the non-breaching Party; provided, however, if such breach is not capable of being cured within such [****]* period, the other Party (cure period shall be extended for such amount of time as may * Certain information on this page has been omitted and filed separately with the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder SEC. Confidential treatment has been requested with respect to the omitted portions. be reasonably necessary to cure such breach, so long as the breaching Party is making diligent efforts to do so. Such termination shall be effective upon expiration of such cure period. Any dispute as to whether a Selected Target notice of termination pursuant to this Section 5.2 is proper, or Licensed Compounds or Licensed Products Directed a breach has been cured, shall be resolved as provided pursuant to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material BreachArticle 10. Subject to Section 12.3.2, any such Upon termination of this Agreement under this Section 12.3.1 shall become effective at the end 5.2 as a result of such [**] day a material breach by PDL, all rights granted to PDL by HGS hereunder to research, develop, make (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (chave made), in no event use, sell, offer for sale and import such particular Royalty Product or Developed Drug Product shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure periodterminate. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target.

Termination for Material Breach. (a) Either Party (Upon and subject to the “Non-Breaching Party”) may terminate terms and conditions of this Section 19.3, this Agreement (y) shall be terminable by a Party in its entirety if during or for a particular Licensed Product or particular Licensed Products in the Option Term (and with respect Field in the entire Territory, upon written notice to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party, if such other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance commits a material breach of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by under this Agreement with respect to such Selected Target, Licensed Compounds Product(s) as to which such notice of termination is given (or all Licensed Products after if such notice of termination is with respect to this Agreement is in its entirety). Such notice of termination shall set forth in reasonable detail the Option Term facts underlying or constituting the alleged breach (each and specifically referencing the provisions of (A) and (B), a “Material Breach”this Agreement alleged to have been breached), and the termination which is the subject of such Material Breach notice shall be effective ninety (90) days after the date such notice is given unless the breaching Party shall have continued for [**] days cured such breach within such ninety (90) day period (or, in the case of if such material breach, by its nature, is a Material Breach with respect to payment, [**] dayscurable breach but such breach is not curable within such ninety (90) after written notice thereof was provided to the Breaching Party by the Non-Breaching Partyday period, such notice describing longer period not to exceed one hundred eighty (180) days so long as the alleged Material Breach. Subject breaching party is using Commercially Reasonable Efforts to Section 12.3.2cure such breach, any in which event if such breach has not been cured, such termination shall be effective on the earlier of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or one hundred eighty (ii180) day period or such Material Breach is not susceptible to cure within such cure period even with time as the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation breaching party ceases to use Commercially Reasonable Efforts to perform cure such breach). Notwithstanding the activities assigned to such Party under foregoing, in the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Targetcase of breach of a payment obligation hereunder, the Non-Breaching Party’s termination right pursuant 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 12.3.1 with respect to such Material Breach 19.3, the term "material breach" shall be limited to mean an intentional, continuing (and uncured within the time period described above) material breach by a termination Party, as determined by a court of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetcompetent jurisdiction.

Termination for Material Breach. (a) Either Upon any material breach of this Agreement by a Party (in such capacity, the “Breaching Party”), the other Party (in such capacity, the “Non-Breaching Party”) may terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance deliver notice of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided breach to the Breaching Party. If the Breaching Party by fails to cure such breach within the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration period after delivery of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Effortsnotice, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to then, upon written notice from the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and subject to Section 13.3(b), (Ci) if MERRIMACK is the Breaching Party commits and such material breach relates to activity in, or otherwise materially affects, the MERRIMACK Asia Territory and/or the MERRIMACK Europe Territory, this Agreement will, subject to Section 13.2(a), terminate in accordance with Section 13.5(b) with respect to, as applicable, the MERRIMACK Asia Territory and/or the MERRIMACK Europe Territory to the extent the activity relating to the material breach took place in or otherwise materially affected the MERRIMACK Asia Territory and/or the MERRIMACK Europe Territory; (ii) if MERRIMACK is the Breaching Party and does carry out such planmaterial breach is a MERRIMACK ROW Territory Breach that relates to activity in, or otherwise materially affects, the MERRIMACK ROW Territory, this Agreement will, subject to Section 13.2(b), terminate with respect to the MERRIMACK ROW Territory in accordance with Section 13.5(b); provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (ciii) if PEI is the Breaching Party, this Agreement will, subject to Section 13.2(c) and 13.2(d), terminate in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure periodaccordance with Section 13.5(a). (b) The right If a Party gives notice of termination under this Section 13.3, and the other Party disputes whether such termination is proper, then the issue of whether or not such termination is proper may be submitted by either Party for resolution in accordance with Article XIV (provided that the Parties will not be required to terminate repeat any steps in the process set forth in Article XIV that the Parties have already completed in the course of discussions regarding the alleged material breach that is the basis for the notice of termination), and this Agreement shall remain in full force and effect until such dispute is resolved. (i) In the event such dispute is submitted for arbitration, the arbitrators will be instructed that, if the arbitrators find that the Breaching Party disputed such termination in good faith, and the arbitrators render an award finding the Breaching Party is in material breach of this Agreement, the arbitrators shall include in such award (A) an explanation of what specific steps the Breaching Party is required to follow in order to cure such material breach and (B) a time period that is as short as practicable during which the Breaching Party may cure such material breach in order to avoid termination. If the Breaching Party promptly and diligently complies with such arbitration award after the arbitration award upholding such basis for termination is issued, then this Agreement shall remain in full force and effect. If the Breaching Party does not promptly and diligently comply with such arbitration award, then this Agreement (either with respect to one or more Terminated Territories or in its entirety, or as applicable) shall terminate based on a Selected Target basis, such material breach as provided in Section 13.3(a) and the Breaching Party shall have no further right to cure such material breach. The arbitration award shall also provide that, if there is a dispute whether the Breaching Party has promptly and diligently complied with such arbitration award, then either Party may submit such dispute to the arbitrators who made the award for an expedited determination of whether the Breaching Party has promptly and diligently complied with such arbitration award. (ii) If as a result of the dispute resolution process it is determined that the Breaching Party is in material breach of this Section 12.3.1 shall Agreement and did not be affected dispute termination in any way by such Party’s waiver or failure to take action good faith, this Agreement (either with respect to any previous Material Breach. Notwithstanding one or more Terminated Territories or in its entirety, as applicable) shall terminate as provided in Section 13.3(a). (iii) If as a result of the foregoing provisions dispute resolution process it is determined that the notice of this Section 12.3.1termination was improper, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s then no termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of have occurred and this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only remain in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetfull force and effect.

Termination for Material Breach. In the event that either Party (athe “Breaching Party”) Either is in material default of any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENEhave, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party may terminate this Agreement by [* * *] days prior written notice (the “Notice Period”) to the Breaching Party, such notice describing specifying the alleged Material Breach. Subject breach and its claim of right to Section 12.3.2terminate; provided, any such however, that the termination of this Agreement under this Section 12.3.1 shall will not become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) Notice Period if the Breaching Party has cured such Material Breach prior to cures the expiration of such cure period; or (ii) such Material Breach breach. It is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan understood that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching each Party’s right to terminate extend beyond pursuant to this Section 13.2 will be a remedy of last resort and may be invoked by a Party only in the case where the breach by the other Party cannot be reasonably remedied by the payment of money damages or other remedy under Applicable Law. Notwithstanding the foregoing, (a) POZEN will retain the right to terminate this Agreement pursuant to this Section 13.2 (i) in the event Licensee fails to make any payment due to POZEN pursuant to Sections [* * *] of this Agreement, which [* * *], and does not cure such breach within [* * *] days after the original receiving written notice from POZEN or (ii) if Licensee fails to perform its obligations under Sections [* * *], which [* * *], and does not cure period. such breach within [* * *] days after receiving written notice from POZEN; and (b) The Licensee will retain the right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 13.2 (i) in the event POZEN fails to comply with respect to its obligations under Section [* * *] and POZEN does not cure such Material Breach shall be limited to a termination breach within [* * *] days after receiving written notice from Licensee , or (ii) POZEN [* * *] of this Agreement with respect to and POZEN does not cure such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetbreach within [* * *] days after receiving written notice from Licensee.

Termination for Material Breach. (a) Either Without prejudice to any remedy or claim it may have against the other Party for material breach or non-performance of this Agreement, either 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 “Non-Breaching PartyBreach”) may in accordance with the following provisions: (A) The terminating Party shall notify the terminated Party of any such Breach in writing, specifying such Breach in reasonable detail and stating its intention to terminate this Agreement for cause (ythe “Reminder”). (B) in its entirety In the event that the terminated Party either (i) if during the Option Term Breach is of such a nature that it can be reasonably expected to be cured within a [ * ] period (and for example, as with respect an obligation to CELGENEmake payment of monies), at any time during fails to cure such Breach within a period of [ * ] following receipt by the Termterminated Party of such Reminder (the “Remedy Period”), or (zii) on if the Breach is of such a Selected Target-by-Selected Target basis nature that it cannot be reasonably expected to be cured within a [ * ] period, if after the Option Termterminated Party fails to establish to the reasonable satisfaction of the terminating Party that it is diligently and actively pursuing a cure at the expiration of such Remedy Period, , the other terminating Party shall be entitled to terminate this Agreement within a period of [ * ] following the expiry of such Remedy Period with immediate effect by giving the terminated Party related written notice. (C) In the event that the terminated Party, under the circumstances referred to under (ii) of Section 17.1.1.B above, can establish to the reasonable satisfaction of the terminating Party that it is diligently and actively pursuing a cure at the expiration of the Remedy Period, then such Remedy Period shall be extended for so long as a cure is being diligently and actively pursued, such extension not to exceed [ * ] in the aggregate (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material BreachExtended Remedy Period”). For clarity, the Remedy Period and such Material the Extended Remedy Period together shall not exceed [ * ]. (D) In the event that the terminated Party shall not have cured the Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breach. Subject pursuant to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective 17.1.1.C above at the end of such [**Extended Remedy Period, the terminating Party may exercise its termination right for Breach within a period of [ * ] day (or [**] day, as applicable) cure period, unless, to following the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration expiry of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with Extended Remedy Period by giving the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching terminated Party has provided to the Non-Breaching Party a related written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure periodnotice. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target.

Termination for Material Breach. Upon (ai) Either any material breach of this Agreement by Lyra or (ii) any material breach of this Agreement by Lian (the Party so allegedly breaching being the “Breaching Party”), the other Party (the “Non-Breaching Party”) may will have the right, but not the obligation, to terminate this Agreement (y) in its entirety if during by providing written notice to the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Breaching Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for within [***] days (or, in the case of a Material Breach with respect to paymentpayment breach, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [***] daydays in the case of any other material breach, as applicablewhich notice will, in each case (A) cure periodexpressly reference this Section 12.3(a) (Termination for Material Breach), unless, to (B) reasonably describe the extent such Material Breach alleged breach that is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration basis of such cure period; or termination, and (iiC) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event clearly state the Non-Breaching Party’s right intent to termination shall terminate this Agreement if the alleged breach is not cured within the applicable cure period. Notwithstanding the foregoing, if such material breach, by its nature, is curable, but is not reasonably curable within the applicable cure period, then such cure period will be suspended only extended if and for so long as (A) the Breaching Party has provided provides a written plan for curing such breach to the Non-Breaching Party a and uses reasonable efforts to cure such breach in accordance with such written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however thatprovided, unless otherwise mutually agreed by however, that no such extension will exceed [***] days without the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension prior written consent of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1In addition, if the applicable Material Breach is a breach by either Breaching Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under disputes (A) whether it has materially breached this Agreement, EPIZYME’s termination right (B) whether such material breach is reasonably curable within the applicable cure period, or (C) whether it has cured such material breach within the applicable cure period, then the dispute will be resolved pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to Article 13 (Dispute Resolution), and the applicable Selected Target, only in cure period will be tolled during the country(ies) in which pendency of such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetdispute resolution procedure.

Termination for Material Breach. (a) Either If [***], then the non-breaching Party (the “Non-Breaching Party”) may terminate this Agreement (y) in its entirety if during the Option Term (and with respect deliver notice of such breach to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (stating the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”)cause, and proposed remedy if any. For all such Material Breach shall have continued for [**] days (or*], in the case of a Material Breach with respect to payment, allegedly breaching Party shall have [***] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, from such notice describing 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 alleged Material Breach. Subject breaching Party may submit, within [***] of such notice, a reasonable cure plan to Section 12.3.2, remedy such breach as soon as possible and in any such termination of this Agreement under this Section 12.3.1 shall become effective at event prior to the end of such [***] day (or period, and, upon such submission, the [***] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and automatically extended for so long as (A) the Breaching breaching Party has provided continues to use diligent efforts to cure such breach in accordance with the Non-Breaching Party a written plan that is reasonably calculated to effect a curecure plan, (B) such plan is reasonably acceptable to but for no more than [***] additional days. If [***], the Non-Breaching Partymatter shall be addressed under the dispute resolution provisions in Article 15, and (C) the Breaching termination shall not become effective unless and until it has been determined under Article 15 that the allegedly breaching Party commits is in material breach of this Agreement and has failed to and does carry out cure such planbreach within the time periods provided in this Section 14.2(b); provided however thatthat [***], unless otherwise mutually agreed by if either Party disputes [***], the Parties agree to resolve the dispute as expeditiously as possible under Article 15, but in such plan or as set forth in Section 12.3.2(b) or (c), in no any event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond within [***] days after the original cure period. (b) The right occurrence of either Party to terminate such dispute. 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 its entirety, or on effect and the Parties shall continue to perform all of their respective obligations hereunder. A [***] shall be treated as a Selected Target basis, as provided material breach of this Agreement and notwithstanding the foregoing provisions in this Section 12.3.1 14.2(b), [***] shall not be affected in have [***] days to cure any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1breach [***]; provided that, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to government or regulatory action (or inaction) prevents [***] within such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target[***] day period, the Non-Breaching Party’s termination right pursuant Parties shall discuss in good faith to this Section 12.3.1 with respect to extend such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target[***] day period.

Termination for Material Breach. (a) Either If either Party (believes that the “Non-Breaching Party”) may terminate other is in material breach of this Agreement (y) including without limitation any material breach of a representation or warranty made in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Termthis Agreement), then the non-breaching Party may deliver notice of such breach 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. The allegedly breaching Party shall have sixty (z60) on a Selected Target-by-Selected Target basis days to either cure such breach or, if after the Option Termcure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to plan for curing such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in breach which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated sufficient to effect a cure. Such a plan shall set forth a program for achieving cure as rapidly as practicable. Following delivery of such plan, (B) such plan is reasonably acceptable the breaching Party shall use Diligent Efforts to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out the plan and cure the breach. In the event of breach for failure to meet any payment obligations under this Agreement, the breaching Party shall have fifteen (15) days to cure such plan; provided however thatbreach for nonpayment. For the avoidance of any doubt, unless otherwise mutually agreed by any failure on the Parties in such plan or as part of Nycomed, Inc. to fulfill its obligations set forth in Section 12.3.2(b) or (c), in no event the Stock Purchase Agreement shall such suspension be a material breach of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure periodthis Agreement. (b) The right If the Party receiving notice of either breach fails to cure such breach within the 60-day period, or the Party providing the notice reasonably determines that the proposed corrective plan or the actions being taken to carry it out is not commercially practicable, the Party originally delivering the notice may terminate this Agreement upon thirty (30) days advance written notice. If Corixa is the breaching Party, Amersham may elect to not terminate this Agreement as provided herein but instead retain its licenses granted under Section 2.1 subject to payment of fees and milestones under Article 8 and other obligations under this Agreement. If the non-breaching Party elects not to terminate this Agreement under circumstances in its entiretywhich such non-breaching Party believes it is entitled to a temporary restraining order against the breaching Party, or on it may seek such a Selected Target basistemporary restraining order. After the issuance of any temporary restraining order granted hereunder, as provided any disputes concerning the appropriateness of such temporary restraining order shall be resolved in this accordance with Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.114.1 and, if arbitration results, the applicable Material Breach is a breach by either arbitrator shall have the right to grant the Party of its obligation subject to use Commercially Reasonable Efforts to perform the activities assigned such temporary restraining order any redress that might have been available to such Party if the matter had remained under the Development Plan pursuant to Section 3.2 with respect to jurisdiction of the applicable Selected Target, the Non-Breaching Party’s courts. (c) If a Party gives notice of termination right pursuant to under this Section 12.3.1 with respect to 11.3 and the other Party disputes whether such Material Breach notice was proper, then the issue of whether this Agreement has been terminated shall be limited resolved in accordance with Section 14.1. 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 thirty (30) days following the date of the notice of termination. If as a result of such dispute resolution process it is determined that the notice of termination of was improper, then no termination shall have occurred and this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only have remained in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targeteffect.

Termination for Material Breach. (a) Either Party (the “Non-Breaching Party”) may may, without prejudice to any other remedies available to it under Law or in equity, terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”)hereunder, and such Material Breach breach shall have continued for [**] days (or, in the case of a Material Breach with respect to paymentpayment breach, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breachbreach. Subject to Section 12.3.213.3.2, any such termination of this Agreement under this Section 12.3.1 13.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach breach prior to the expiration of such cure period; or (ii) such Material Breach breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c)Parties, in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) Notwithstanding the foregoing provisions of this Section 13.3.1, if the applicable material breach is a material breach by EISAI of its obligations under Section 3.2 to use Commercially Reasonable Efforts in one or more, but not all, of the United States, the Major EU Countries and Japan, then EPIZYME’s termination right pursuant to this Section 13.3.1 with respect to such breach shall be limited to a termination only in the Major Market Country(ies) in which there was an uncured breach by EISAI with respect to the obligations of EISAI; provided that (i) if the diligence breach applies to two (but not all) of the United States, the Major EU Countries or Japan, then this Agreement shall be terminated with respect to such Major Market Countries and the rest of the Territory, excluding the Major Market Country(ies) to which the diligence breach does not apply, and (ii) if the diligence breach applies to all Major Market Country(ies), then this Agreement shall be terminated in its entirety. (c) The right of either Party to terminate this Agreement in its entiretyAgreement, or on a Selected Target basisportion of this Agreement, as provided in this Section 12.3.1 13.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetmaterial breach.

Termination for Material Breach. (a) Either Upon any material breach of this Agreement by a Party (the “Non-"Breaching Party”) may terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term"), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the "Non-Breaching Party") may, such by providing thirty (30) days' prior written notice describing to the alleged Material Breach. Subject to Section 12.3.2Breaching Party, any such termination of terminate this Agreement under this Section 12.3.1 (a) with respect to [a] Product[s] in [a] particular country[ies] (a "Country-Specific Termination"), if the material breach relates to such Product[s] in such country[ies], (b) with respect to each particular Product or Drug Candidate throughout the Territory (a "Product/Drug Specific Termination"), if the material breach relates to such Product[s] throughout the Territory, or (c) in its entirety (an "Entire Agreement Termination") if the material breach is not limited to [a] specific Product[s], Drug Candidate[s] or country[ies]. Such termination shall become effective at the end of such [**] the aforementioned thirty (30) day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) notice period unless the Breaching Party has cured cures such Material Breach prior breach during such notice period; provided, however, that in the event of a breach by Idenix of any representation or warranty set forth in Section 11.1(f)(vii) that is curable by Idenix' obtaining rights under applicable Blocking Third Party Intellectual Property Rights in accordance with Section 8.7, the length of such notice period shall be increased from thirty (30) days to one hundred-twenty (120) days, with termination becoming effective upon the expiration of such cure period; or one hundred-twenty (ii120) day period unless Idenix cures such Material Breach breach prior to such expiration by obtaining rights under applicable Blocking Third Party Intellectual Property Rights in accordance with Section 8.7. Notwithstanding the foregoing, if such breach, by its nature, is not susceptible to cure within such cure period even with the use of Commercially Reasonable Effortsincurable, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect extent permitted above immediately upon written notice to the applicable Selected TargetBreaching Party.

Termination for Material Breach. (a) Either Subject to Section 10.3(b), if either Party is in material breach or default of any of its obligations hereunder, the non-breaching Party may give written notice to the breaching Party reasonably describing the events or circumstances related to the alleged breach or default, and in the event the breaching Party fails to cure such material breach or default within [*] after receipt of such notice (or in the “Nonevent that such breach is not capable of cure within such [*] period, fails to commence to cure such breach within such period and thereafter to prosecute such cure diligently to completion), the non-Breaching Party”) may breaching Party shall have the right to terminate this Agreement by giving written notice to the breaching Party to such effect. Notwithstanding the foregoing, a Party shall have the right to terminate this Agreement pursuant to this Section 10.3(a): (yi) with respect to an individual Royalty Bearing Product or country only, if the other Party’s material breach giving rise to such termination right relates only to such Royalty Bearing Product or country, or (i) in its entirety only if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that such material breach fundamentally frustrates the objectives or transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to taken as a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure periodwhole. (b) The 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 10.3(a), and such alleged breaching Party provides the other Party notice of such dispute within [*] after receipt of such notice, then the non-breaching Party shall not have the right of either Party to terminate this Agreement under Section 10.3(a) unless and until (i) the dispute resolution process in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding 11.2 has finally determined that the foregoing provisions of this Section 12.3.1, if alleged breaching Party has materially breached the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to Agreement and (ii) such Party under fails to cure such breach within [*] following such final decision (or in the Development Plan pursuant event that such breach is not capable of cure within such [*] period, fails to Section 3.2 with respect commence to cure such breach within such period and thereafter to prosecute such cure diligently to completion). It is understood and agreed that during the applicable Selected Targetpendency of such dispute, all of the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination terms and conditions of this Agreement with respect shall remain in effect and the Parties shall continue to such Selected Target. Further, with respect to any Material Breach by CELGENE perform all of its their respective obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targethereunder.

Termination for Material Breach. (ai) Either Party (the “Non-Breaching Party”) may terminate this Agreement (y) in its entirety if during in the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, event the other Party (the “Breaching Party”) shall have has materially breached this Agreement and such material breach has not been cured (A) materially breached or defaulted in the performance within [***] Business days of its obligations in a manner that fundamentally frustrates the transactions contemplated by receiving notice thereof with respect to any breach of any undisputed payment obligation under this Agreement hereunder during the Option Term, or and (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for within [***] days (or, in the case of a Material Breach receiving notice thereof with respect to paymentany other breach (as applicable, the “Cure Period”). The written notice describing the alleged material breach will provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 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. (ii) If the 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 the failure to deliver at least [***] days) after of any Drug Substance or Drug Product ordered via a Purchase Order issued in accordance with Section 5.1.3 in any [***] month period shall be deemed a material breach of this Agreement; provided that Myovant can establish that such delivery shortfall caused, or is reasonably likely to cause, a material delay in the timelines contemplated in the then-current Development Plan. 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 thereof was first provided to the Breaching Party by the Non-Breaching PartyParty through the resolution of such Dispute pursuant to Article 14 of the License Agreement, such notice describing and it is understood and acknowledged that, during the alleged Material Breach. Subject to pendency of a Dispute pursuant this Section 12.3.217.1, any such termination 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 Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure periodAgreement. (biii) The right of either Party to terminate If Myovant terminates this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination 17.1(a) for Takeda’s material breach, then Section 17.2.1 of this Agreement with respect to such Selected Targetshall apply. Further, with respect to any Material Breach by CELGENE of its obligations under If Takeda terminates this Agreement, EPIZYME’s termination right Agreement pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination 17.1(a) for Myovant’s material breach, then Section 17.2.2 of this Agreement with respect shall apply, except that Myovant shall not be permitted to cancel any pending Purchase Orders where Takeda either: (1) has Manufactured the Drug Product or Drug Substance to be delivered pursuant to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect Purchase Order prior to the obligations effective date of CELGENE under this Agreement; provided the termination, or (2) cannot, despite good faith efforts, re-allocate to a different program any Manufacturing slot that if such Material Breach by CELGENE is was scheduled to be used for a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetpending Purchase Order.

Termination for Material Breach. (a) Either Party (shall have the “Non-Breaching Party”) may right to terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, event the other Party (the “Breaching Party”) shall have (A) has materially breached or materially defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance any of its obligations hereunder with respect to a Selected Target which breach or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products default is material in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after overall context of the Option Term (each of (A) and (B), a “Material Breach”)Agreement, and such Material Breach shall have breach has continued for [**] ninety (90) days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching breaching Party by the Nonnon-Breaching Party, such notice describing breaching Party which clearly describes the alleged Material Breachremedies that the non-breaching Party intends to apply should the breach remain uncured. Subject to Section 12.3.2, any Any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] ninety (90) day (or [**] dayperiod if, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of the ninety (90) day period, the breaching Party has not cured any such cure period; or (ii) breach or default, provided, that with respect to a breach of such Material Breach is not susceptible Party’s Commercially Reasonable Efforts obligations to cure within Develop or Commercialize the Product, such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if extended for a period not to exceed an additional ninety (90) days in the event such breaching Party has, within the original ninety (90) day period prepared and for so long as (A) the Breaching Party has provided communicated to the Nonnon-Breaching Party breaching Party, a written remediation plan that is reasonably calculated designed to effect cure such breach or default within a cure, reasonable period of time (B) such which plan is reasonably acceptable to the Nonnon-Breaching breaching Party, ) and (C) the Breaching such breaching Party commits continues to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to diligently use Commercially Reasonable Efforts to perform implement such plan throughout such period. If the activities assigned allegedly breaching Party disputes the breach and provides written notice of that dispute to such Party the other Party, the matter shall be addressed under the Development Plan pursuant to dispute resolution provisions in Section 3.2 with respect to 13.3, and the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of notifying Party may not terminate this Agreement with respect until it has been finally determined under Section 13.3 that the Agreement was materially breached as described above. The non-breaching Party will have the right to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to either the entire EU Product or only the countries to which the uncured material breach relates, provided that this Agreement cannot be terminated only with respect to some (but not all) countries of the applicable Selected TargetEuropean Union.

Termination for Material Breach. Upon (ai) Either any material breach of this Agreement by Landos or (ii) any material breach of this Agreement by Lian (the Party so allegedly breaching being the “Breaching Party”), the other Party (the “Non-Breaching Party”) may will have the right, but not the obligation, to terminate this Agreement (y) in its entirety if during by providing written notice to the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Breaching Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for within [***] days (or, days’ in the case of a Material Breach with respect to paymentpayment breach, or [***] days’ in the case of any other material breach, which notice will, in each case (A) after written notice thereof was provided to the Breaching Party by the Non-Breaching Partyexpressly reference this Section 12.3(a) (Termination for Material Breach), such notice describing (B) reasonably describe the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at breach that is the end basis of such [**] day termination, and (or [**] day, as applicableC) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event clearly state the Non-Breaching Party’s intent to terminate this Agreement if the alleged breach is not cured within the applicable cure period. If such breach relates solely to one or more Licensed Products or Regions of the Territory, then the non-breaching Party will have the right to termination shall terminate this Agreement solely with respect to such Licensed Product(s) or Region(s), as applicable. Notwithstanding the foregoing, if such material breach, by its nature, is curable, but is not reasonably curable within the applicable cure period, then such cure period will be suspended only extended by up to an additional [***] days if and for so long as (A) the Breaching Party has provided provides a reasonable written plan for curing such breach to the Non-Breaching Party a and uses reasonable efforts to cure such breach in accordance with such written plan that is reasonably calculated to effect a cureplan. In addition, if the Breaching Party disputes (A) whether it has materially breached this Agreement, (B) whether such plan material breach is reasonably acceptable to curable within the Non-Breaching Partyapplicable cure period, and or (C) whether it has cured such material breach within the Breaching Party commits applicable cure period, then the dispute will be resolved pursuant to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or Article 13 (cDispute Resolution), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if and the applicable Material Breach is a breach by either Party cure period will be tolled during the pendency of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetdispute resolution procedure.

Termination for Material Breach. (a) Either Party (the “Non-Breaching Party”) may may, without prejudice to any other remedies available to it under Law or in equity, terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”)hereunder, and such Material Breach breach shall have continued for [**] days (or, in the case of a Material Breach with respect to paymentpayment breach, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breachbreach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach breach prior to the expiration of such cure period; or (ii) such Material Breach breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c)Parties, in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) Notwithstanding the foregoing provisions of this Section 12.3.1, (i) if the applicable material breach is a material breach by EISAI of its obligations under Section 3.2.2, then EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such breach shall be limited to a termination only in the EISAI Territory, and (ii) if the applicable material breach is not a material breach by EISAI of its obligations under Section 3.2.2, then EPIZYME may elect to limit such termination to the EISAI Territory. (c) Notwithstanding the foregoing provisions of this Section 12.3.1, (i) if the applicable material breach is a material breach by EPIZYME of its obligations under Section 3.2.1, then EISAI’s termination right pursuant to this Section 12.3.1 with respect to such breach shall be limited to a termination only in the EPIZYME Territory, and (ii) if the applicable material breach is not a material breach by EPIZYME of its obligations under Section 3.2.1, then EISAI may elect to limit such termination to the EPIZYME Territory (d) The right of either Party to terminate this Agreement in its entiretyAgreement, or on a Selected Target basisportion of this Agreement, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetmaterial breach.

Termination for Material Breach. (a) Either Party (the “Non-Breaching Party”) may may, without prejudice to any other remedies available to it under applicable Law or in equity, terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a such Selected Target (or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect directed to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”any related Diagnostic Product), and such Material Breach default shall have continued for [**] days (or, in the case of a Material Breach with respect to paymentpayment breach, [**] daysBusiness Days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breachbreach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] dayBusiness Day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach breach or default prior to the expiration of such cure period; or (ii) such Material Breach breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c)plan, in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entiretyAgreement, or on a Selected Target basisportion of this Agreement, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetdefault.

Termination for Material Breach. (a) Either Party (the “Non-Breaching Party”) party may terminate this Agreement on thirty (y30) in its entirety if during days prior written notice to the Option Term (and with respect to CELGENE, at any time during the Term), or (z) other party based on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance material breach of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during by the Option Termnon-terminating party, or unless such breach is cured within such thirty (B30) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (day period or, in the case event of a Material Breach with respect non-monetary breach which cannot reasonably be cured within thirty (30) days, that the breaching party commences within such thirty day period steps calculated to paymentcure the breach as soon as practicable and the cure is completed within forty-five (45) days. In the event of a termination by Manufacturer due to Arrowhead's breach, [**] daysArrowhead grants the Manufacturer a non-exclusive license for a period of one hundred eighty (180) after written notice thereof was provided days following termination to utilize Arrowhead's intellectual property (including its patents, designs and trademarks) solely for the Breaching Party by purpose of liquidating Manufacturer's inventory of Products (including Product assembled from Manufacturer's inventory of raw materials and work in progress). In the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such event of termination of this Agreement under this Section 12.3.1 due to Manufacturer's breach, (a) Arrowhead shall become effective have the right, but not the obligation, to purchase, at the end price determined below, all or any part of the supply of work in progress ("WIP"), packed, labeled or on hand Product if such [**] day right is exercised within ten days after termination, and (or [**] dayb) Manufacturer shall use good faith efforts to assist Arrowhead, as applicable) cure period, unlessreasonably necessary, to transition the extent such Material Breach is curable: manufacture of the Product by a third party as selected by Arrowhead. In no event shall Arrowhead be responsible for purchasing any raw material, components or other supplies that Manufacturer can use in the ordinary course of its business or other products sold to other companies. The price for any items sold will be (i) for finished Products, the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or price provided herein, (ii) such Material Breach is not susceptible to cure within such cure period even with the use for all other items, Manufacturer's actual third party cost, plus a xxxx-up of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as ten percent (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c10%), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE sale is a Material Breach "as is, where is" and Arrowhead shall be responsible to promptly removed the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetpurchased items from Manufacturer's facility.

Termination for Material Breach. (a) Either 12.3.1. A Party (the “Non-Breaching Terminating Party”) may terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) has materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during and such material breach has not been cured within [ * ] (or, if the Option Termbasis of such material breach is failure to make payment, or (B) materially breached or defaulted [ * ], other than payment of the Opt-In Maintenance Fee, which shall be addressed as set forth in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”Section 4.1.4(b), and such Material Breach other than payment of the Opt-In Exercise Fee, which shall have continued for [**] days (or, be addressed as set forth in the case of a Material Breach with respect to payment, [**] daysSection 4.2.4(b)) after written notice thereof was provided of such breach is given by the Terminating Party to the Breaching Party by (the Non-Breaching Party, such “Cure Period”). The written notice describing the alleged Material Breachmaterial breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Subject to Section 12.3.2, any such Any termination of this Agreement under pursuant to this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) Cure Period unless the Breaching Party has cured any such Material Breach material breach prior to the expiration of such cure period; or Cure Period. Notwithstanding the foregoing, if such breach (iiother than a breach of payment obligations) such Material Breach is capable of being cured but is not susceptible reasonably able to cure be cured within the Cure Period, such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as not become effective until the earlier of the date such breach is cured or [ * ] after notice of termination is given pursuant to this Section 12.3.1, provided that (Aa) the Breaching Party has provided to notifies the Non-Breaching other Party a written of its plan that is reasonably calculated to effect a curefor curing such breach during the Cure Period, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (Cb) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in commences such plan or as set forth in Section 12.3.2(b) or during the Cure Period and (c) the Breaching Party uses diligent efforts to perform such plan and cure such breach as soon as reasonably practicable), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) . The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous Material Breachbreach under this Agreement. 12.3.2. 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 13. Notwithstanding anything to the foregoing provisions of this contrary contained in Section 12.3.1, if the applicable Material Breach Cure Period for any material breach that is the subject of a breach Dispute will run from the date that written notice was first given to the Breaching Party by either the Terminating Party through the resolution of its obligation such Dispute pursuant to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan Article 13 and for [ * ] thereafter, and no termination pursuant to Section 3.2 with respect to 12.3.1 shall become effective during such period. During the applicable Selected Targetpendency of such Dispute, all of the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination terms and conditions of this Agreement with respect shall remain in effect and the Parties shall continue to such Selected Target. Further, with respect to any Material Breach by CELGENE perform all of its their respective obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreementhereunder; provided that if the Parties’ performance of their respective obligations and exercise of their respective rights hereunder that specify a date by which such Material Breach obligations must be performed or such rights must be exercised shall be tolled through the resolution of such Dispute pursuant to Article 13 and for 10 days thereafter. [ * ] = Certain confidential information contained in this document, marked by CELGENE is a Material Breach brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetamended.

Termination for Material Breach. (a) Either If either Party (the “Non-Breaching Party”) may terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, believes that the other Party (the “Breaching Party”) shall have (A) has materially breached one or defaulted in the performance more of its material obligations in a manner that fundamentally frustrates the transactions contemplated by under this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to then the Non-Breaching Party may give the Breaching Party notice of such Material Breach (a written plan “Material Breach Notice”) specifying the nature of the breach. If the Breaching Party does not dispute that is reasonably calculated it has committed a Material Breach, then, if the Breaching Party fails to effect a curecure such breach, (B) or fails to take steps as would be considered reasonable to effectively cure such plan is reasonably acceptable to breach, within [ * ] days after receipt of the Material Breach Notice, the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party, and (C) . If the Breaching Party commits disputes that it has committed a Material Breach, the dispute shall be resolved pursuant to and does carry out Section 11.5. If, as a result of the application of such plan; provided however thatdispute resolution procedures, unless otherwise mutually agreed the Breaching Party is determined to have committed a Material Breach (an “Adverse Ruling”), then, if the Breaching Party fails to complete the actions specified by the Parties Adverse Ruling to cure such breach within [ * ] days after such ruling or such longer period as specified in such plan or as set forth in Section 12.3.2(b) or (c)the Adverse Ruling, in no event shall such suspension of the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) . The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided set forth in this Section 12.3.1 6.2 shall not be affected in any way by such Party’s its waiver of, or failure to take action with respect to to, any previous Material Breachdefault. Notwithstanding anything to the foregoing provisions of contrary in this Section 12.3.16.2, if the applicable a Material Breach is a breach by either Party of its obligation pertains only to use Commercially Reasonable Efforts facts relating to perform the activities assigned to such Party under the Development Plan one or more Regions, then, pursuant to this Section 3.2 with respect to the applicable Selected Target6.2, the Non-Breaching Party’s termination Party shall have a right pursuant to terminate this Section 12.3.1 Agreement only with respect to such Material Breach shall be limited to a termination of this Agreement Region(s). The Region(s) with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of which the Non-Breaching Party exercises its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect 6.2 are referred to such Material Breach shall be limited to a termination of this Agreement with respect to as the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target“Terminated Region.”

Termination for Material Breach. (a) Either If either Party (believes that the “Non-Breaching Party”) may terminate other Party is in material breach of this Agreement (y) including any material breach of a representation or warranty made in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Termthis Agreement), then the non-breaching Party may deliver written notice of such breach to the other Party. In such notice the non-breaching Party shall identify the actions or (z) on conduct that such Party would consider to be an acceptable cure of such breach. For all breaches other than a Selected Target-by-Selected Target basis if after the Option Termfailure to make a payment set forth in Article 8 or Section 7.6, the other allegedly breaching Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided ]* to the Breaching Party by the Non-Breaching Party, cure such notice describing the alleged Material Breachbreach. Subject to Section 12.3.211.3(b), for any such termination of this Agreement under this breach arising from a failure to make a payment set forth in Article 8 or Section 12.3.1 7.6, the allegedly breaching Party shall become effective at the end of such have [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible ]* to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure periodbreach. (b) The right Subject to Section 11.3(c), if the Party receiving notice of either breach fails to cure such breach within the [****]* period or [****]* period (as applicable, and subject to the remainder of this Section 11.3(b)), or the Party providing the notice reasonably determines that the proposed corrective plan or the actions being taken to carry it out are not commercially practicable, the Party originally delivering the notice may terminate this Agreement in its entiretyupon [****]* advance written notice; provided, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, that if the applicable Material Breach is breach applies only to a breach by either Party of its obligation given Product or to use Commercially Reasonable Efforts to perform a given Region, the activities assigned to such Party under non-breaching * Certain information on this page has been omitted and filed separately with the Development Plan pursuant to Section 3.2 SEC. Confidential treatment has been requested with respect to the applicable Selected Target, omitted portions. Party may only terminate the Non-Breaching breaching Party’s termination right pursuant to this Section 12.3.1 rights with respect to such Material Breach shall be limited Product or such Region; and provided further, that the failure of PDL to cure, within [****]* of BMS’ notice pursuant to Section 11.3(a), a material breach by PDL of its obligations to pay Development Costs under Section 3.6, or Operating Losses under Section 8.3 with respect to a termination Product, shall not give BMS any right to terminate this Agreement, but shall give BMS the right, upon [****]* advance written notice to PDL, to terminate PDL’s right to Co-Develop such Product (in the manner set forth in Section 3.6(b)) and to convert PDL’s profit-sharing rights in such Product to rights to receive royalties under Section 8.5(b)(ii). In the event BMS converts PDL’s profit-sharing rights to rights to receive royalties pursuant to the foregoing, the terms of this Agreement Section 11.6(e) shall apply with respect to such Selected TargetProduct as though PDL were the terminating Party. (c) If a Party gives notice of material breach under Section 11.3(a) and the other Party disputes whether such notice was proper, or if a Party determines under Section 11.3(b) that the other Party’s proposed corrective plan or the actions being taken to carry it out is not commercially practicable and such other Party disputes such determination, then the issues of: (i) whether a breach has occurred; or (ii) whether a proposed corrective plan or the related actions are commercially practicable, shall in any case be resolved in accordance with Section 14.1. FurtherIf as a result of such dispute resolution process it is determined that the notice of breach was proper, with respect to any Material Breach by CELGENE then such termination (or conversion of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach profit-sharing rights) shall be limited 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 14.1 within the time period set forth in Section 11.3(a) for the applicable breach following such determination. If as a result of such dispute resolution process it is determined that the notice of breach was improper, then no termination (or conversion of profit-sharing rights) shall have occurred and this Agreement with respect to the applicable Selected Target, only shall have remained in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targeteffect.

Termination for Material Breach. (a) Either If either Party believes that the other Party is in material breach of this Agreement (other than with respect to Genzyme’s failure to use Commercially Reasonable Efforts under Section 5.2.2 (Performance of the “NonDevelopment Program) or Section 6.1 (Commercialization Responsibilities) or Section 7.3 (Research Efforts), which is governed by Section 11.2.3 below), then the non-Breaching breaching Party may deliver notice of such breach to the other Party”. In such notice, the non-breaching Party will identify the actions or conduct that it wishes such Party to take for an acceptable and prompt cure of such breach (or will otherwise state its good faith belief that such breach is incurable); provided, however, that such identified actions or conduct will not be binding upon the other Party with respect to the actions that it may need to take to cure such breach. If the breach is curable, the allegedly breaching Party will have ninety (90) days to either cure such breach (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within thirty (30) days following such notice) or, if a cure cannot be reasonably effected within such ninety (90) day period, to deliver to the non-breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period. If the breaching Party fails to (a) cure such breach within the ninety (90) day or thirty (30) day period, as applicable, or (b) use Commercially Reasonable Efforts to carry out the plan and cure the breach, the non-breaching Party may terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after providing written notice thereof was provided to the Breaching Party by the Non-Breaching breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The Notwithstanding the foregoing, if the allegedly breaching Party disputes in good faith the existence, materiality, or failure to cure of any such breach which is not a payment breach, and provides notice to the non-breaching Party (the “Other Party”) of such dispute within such ninety (90) day period or such other reasonable cure period, as applicable, the Other Party will not have the right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in accordance with this Section 12.3.1 shall not be affected 11.2.2 unless and until it has been determined in any way accordance with Article 13 (Dispute Resolution) that this Agreement was materially breached by the allegedly breaching Party and that Party fails to cure such Party’s waiver or failure to take action with respect to any previous Material Breachbreach within the allowed cure period following such determination. Notwithstanding It is understood and acknowledge that during the foregoing provisions pendency of this Section 12.3.1such dispute, if all the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination terms and conditions of this Agreement with respect will remain in effect and the Parties will continue to such Selected Targetperform all of their respective obligations hereunder. (c) This Section 11.2.2 will be subject to and will not limit the provisions of Section 11.2.3 (Termination by Isis for Failure of Genzyme to Use Commercially Reasonable Efforts) and Section 11.3 (Consequences of Termination). Further, with respect to any Material Breach by CELGENE [**] = Portions of its obligations under this Agreement, EPIZYME’s termination right exhibit have been omitted pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination confidential treatment request. An unredacted version of this Agreement exhibit has been filed separately with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected TargetCommission.

Termination for Material Breach. (a) Either In the event that a Party (the “Non-Breaching Party”) may terminate commits a material breach of its overall obligations under this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by purpose of this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (Bother than payment obligations), taken as a “Material Breach”)whole, and such Material Breach shall have continued for [**] material breach of its overall obligations is not cured within ninety (90) days (oror such other time period as mutually agreed by the Parties), in the case or a material breach of a Material Breach with respect to paymentits payment obligations under this Agreement that is not cured within thirty (30) days, [**] days) after such Party receives written notice thereof was provided from the 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 by the Non-Breaching breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable:. (i) Notwithstanding the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach foregoing, if a material breach is not susceptible to cure within such the cure period even with specified in Section 14.2(a), the use of Commercially Reasonable Efforts, in which event the Nonnon-Breaching breaching Party’s right to of termination shall be suspended only if if, and for so long as as, (Ai) the Breaching breaching Party has provided to the Nonnon-Breaching breaching Party a written plan that is reasonably calculated to effect a cure, (Bii) such plan is reasonably acceptable to the Nonnon-Breaching Party, breaching Party and (Ciii) the Breaching breaching Party commits to and does carry out such plan; provided however provided, however, that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c)plan, in no event shall such suspension of the Nonnon-Breaching breaching Party’s right to terminate extend beyond [**] sixty (60) days after the original cure period. (bii) The right of 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 other Party’s right to terminate this Agreement shall be tolled for so long as such dispute resolution procedures are being pursued by the allegedly breaching Party in its entiretygood faith and, or on a Selected Target basisif it is finally and conclusively determined that the allegedly breaching Party is in material breach, as 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 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target14.2(a).

Termination for Material Breach. Upon (ai) Either any material breach of this Agreement by Surface or (ii) any material breach of this Agreement by GSK (the Party so allegedly breaching being the “Breaching Party”), the other Party (the “Non-Breaching Party”) may will have the right, but not the obligation, to terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for providing [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by with respect to any breach of any payment obligation under this Agreement and [***] written notice to the Breaching Party with respect to any other breach, which notice will, in each case (A) expressly reference this Section 13.3(a), (B) reasonably describe the alleged breach which is the basis of such termination, and (C) clearly state the Non-Breaching Party, such notice describing ’s intent to terminate this Agreement if the alleged Material Breachbreach is not cured within the applicable cure period. Subject to Section 12.3.2, any such The termination of this Agreement under this Section 12.3.1 shall will become effective at the end of the notice period unless the Breaching Party cures such breach during such notice period; provided, that if there is a good faith dispute with respect to the existence of a material breach or whether such material breach has been cured, and if such alleged breach or failure to cure is contested in good faith by the Breaching Party in writing within [**] day (or [**] dayof the delivery of the breach notice, as applicable) cure periodthen the dispute resolution procedure pursuant to ARTICLE XIV, unless, may be initiated by either Party to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible determine whether a material breach or a failure to cure within such has actually occurred. If either Party so initiates the dispute resolution procedure, then the applicable cure period even with (and the use corresponding termination of Commercially Reasonable Effortsthis Agreement, in which event the Non-Breaching Party’s right to termination whole or in part), shall be suspended only tolled until such time as the dispute is resolved pursuant to ARTICLE XIV. Notwithstanding the foregoing, if the breach and for so long as (Afailure to cure contemplated by this Section 13.3(a) the Breaching Party has provided is with respect to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as GSK’s breach of its diligence obligations set forth in Section 12.3.2(bSections 4.1 and 5.2 with respect to one or more (but not all) or (c), in no event shall such suspension of the Non-Breaching Party’s countries in the Territory, Surface shall not have the right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entiretyentirely, or on a Selected Target basis, as provided in but shall have the right to terminate this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 Agreement solely with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in to which such Material Breach was uncured by CELGENE with respect breach and failure to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetcure applies.

Termination for Material Breach. (a) Either This Agreement may be terminated in its entirety or on a country-by-country (each, a “Terminated Country”) or Licensed Product-by-Licensed Product (each, a “Terminated Product”) basis by a Party for the material breach by the other Party of this Agreement, provided that the breaching Party has not cured such breach within sixty (60) calendar days after the date of written notice to the breaching Party of such breach (the “Non-Breaching Cure Period”), which notice shall describe such breach in reasonable detail and shall state the nonbreaching Party”) may ’s intention to terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected TargetTerminated Product by Terminated Product or Terminated Country-by-Selected Target basis Terminated Country basis); provided that, if after the Option Termbreaching Party is exercising Commercially Reasonable Efforts to cure such breach, the other Cure Period shall be automatically extended for so long as such breaching Party is exercising commercially reasonable efforts to cure such breach; provided, further, that in no event shall the Cure Period exceed ninety (the “Breaching Party”90) shall have (A) materially breached or defaulted calendar days in the performance of its obligations in aggregate. In the event that a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect material breach relates solely to a Selected Target given Terminated Product or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates given Terminated Country, then the transactions contemplated by non-breaching Party may only exercise its termination right under this Agreement Section 11.3 with respect to such Selected Target, Licensed Compounds Terminated Product or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material BreachTerminated Country. Subject to Section 12.3.2, any Any such termination of this Agreement (in its entirety or on a Terminated Product-by-Terminated Product or Terminated Country-by-Terminated Country basis) under this Section 12.3.1 11.3 shall become effective at the end of such [**] day (or [**] daythe Cure Period, as applicable) cure period, unless, to unless the extent such Material Breach is curable: (i) the Breaching breaching Party has cured such Material Breach breach prior to the expiration of such cure period; Cure Period, or (ii) , if such Material Breach breach is not susceptible to cure within such cure period even the Cure Period. Avenue’s failure to use Commercial Reasonable Efforts to develop Licensed Product in accordance with Section 4.1 shall constitute a material breach for the use purposes of Commercially Reasonable Effortsthis Section 11.3. In the event of Avenue’s material breach of Sections 3.1(j), in which event the Non-Breaching Party4.2, 6.2, 6.3, 6.4, 6.7, Licensor may, subject to Avenue’s right to cure, exercise its termination right to terminate the Agreement in its entirety. Notwithstanding the foregoing: (i) in the event that Avenue breaches Avenue’s payment obligations set forth in Sections 3.1(j), 6.1,6.2(d), 6.3(d), 6.7(a), 6.7(b), or 6.7(d), the Cure Period for such breach shall be suspended only if thirty (30) days; and for so long as (ii) in the event that (A) the Breaching Party has provided Avenue breaches Section 4.2 by failing to the Non-Breaching Party achieve a written plan that is reasonably calculated to effect a cureDiligence Milestone, and (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension timeline for Avenue’s achievement of the Non-Breaching Party’s right Diligence Milestones has, prior to terminate extend beyond [**] days after the original cure periodsuch breach, been extended pursuant to Section 4.2, then there shall be no Cure Period for such breach. (b) The right of either 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 to terminate this Agreement that disputes whether there has been a material breach may contest the allegation in its entirety, or on a Selected Target basis, as provided in this accordance with Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach12.7(b). Notwithstanding anything to the foregoing provisions contrary contained in Section 12.7(b), 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 this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan Dispute pursuant to Section 3.2 with respect to 12.7(b), and it is understood and acknowledged that, during the applicable Selected Target, the Non-Breaching Party’s termination right pendency of a Dispute pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination 11.3(b), all of the terms and conditions of this Agreement with respect shall remain in effect, and the Parties shall continue to such Selected Target. Further, with respect to any Material Breach by CELGENE perform all of its their respective obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target.

Termination for Material Breach. (a) Either If either Party (the “Non-Breaching Party”) may terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, believes that the other Party (the “Breaching Party”) shall have (A) has materially breached one or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE more of its obligations under this Agreement, EPIZYME’s termination 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 pursuant EAST\151813552.1 Confidential Treatment has been granted for portions of this exhibit. The copy filed herewith omits certain information subject to the confidentiality request. Omissions are designated as “****”. A complete version of this Section 12.3.1 exhibit has been filed separately with respect the Securities and Exchange Commission. to terminate this Agreement if the breach asserted in such Material Breach Default Notice has not been cured within sixty (60) days after such 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 limited extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a termination reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to 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 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, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement with respect to shall not, notwithstanding anything herein, fall within the applicable Selected Target, only exception in subpart (ii) of the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetimmediately preceding sentence.

Termination for Material Breach. Upon (ai) Either any material breach of this Agreement by Licensor or (ii) any material breach of this Agreement by Xxxx (the Party so allegedly 132941282_13 breaching being the “Breaching Party”), the other Party (the “Non-Breaching Party”) may will have the right, but not the obligation, to terminate this Agreement (y) in its entirety if during by providing written notice to the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Breaching Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for within [***] days (or, days’ in the case of a Material Breach with respect to paymentpayment breach, or [***] days’ in the case of any other material breach, which notice will, in each case (A) after written notice thereof was provided to the Breaching Party by the Non-Breaching Partyexpressly reference this Section 12.3(a) (Termination for Material Breach), such notice describing (B) reasonably describe the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at breach that is the end basis of such [**] day termination, and (or [**] day, as applicableC) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event clearly state the Non-Breaching Party’s intent to terminate this Agreement if the alleged breach is not cured within the applicable cure period. If such breach relates solely to one or more Licensed Products or Regions of the Territory, then the non-breaching Party will have the right to termination shall terminate this Agreement solely with respect to such Licensed Product(s) or Region(s), as applicable. Notwithstanding the foregoing, if such material breach, by its nature, is curable, but is not reasonably curable within the applicable cure period, then such cure period will be suspended only extended by up to an additional [***] days if and for so long as (A) the Breaching Party has provided provides a reasonable written plan for curing such breach to the Non-Breaching Party a and uses reasonable efforts to cure such breach in accordance with such written plan that is reasonably calculated to effect a cureplan. In addition, if the Breaching Party disputes (A) whether it has materially breached this Agreement, (B) whether such plan material breach is reasonably acceptable to curable within the Non-Breaching Partyapplicable cure period, and or (C) whether it has cured such material breach within the Breaching Party commits applicable cure period, then the dispute will be resolved pursuant to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or Article 13 (cDispute Resolution), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if and the applicable Material Breach is a breach by either Party cure period will be tolled during the pendency of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetdispute resolution procedure.

Termination for Material Breach. (a) Either If either Party (the “Non-Breaching Party”) may terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, believes that the other Party (the “Breaching Party”) shall have (A) has materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option TermAgreement, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to then the Non-Breaching Party a written plan that is reasonably calculated may deliver notice of such material breach to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach of this Agreement, then if the Breaching Party fails to and does carry out cure such plan; breach, or fails to take steps as would be considered reasonable to effectively cure such breach, within ninety (90) days (or thirty (30) days payment-related breaches) after receipt of the Default Notice (provided however that, unless otherwise mutually agreed by the Parties in that if such plan cure cannot reasonably be achieved within such ninety- (90-) (or as set forth in Section 12.3.2(b) or thirty- (c30-), in no event shall as applicable) day period, then such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. ninety- (b90-) The right of either Party to terminate this Agreement in its entirety, (or on a Selected Target basisthirty- (30-), as provided in this Section 12.3.1 applicable) day period shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Targetautomatically extended for an additional ninety (90) days), the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME Party may terminate this Agreement with respect upon written notice to the entire EU with respect Breaching Party. If the Breaching Party disputes that it has materially breached this Agreement, the dispute shall be resolved pursuant to Section 14.14. 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 ninety (90) days (or thirty (30) days payment-related breaches) after such Adverse Ruling (or such longer period as established by the courts in such final determination), then the Non-Breaching Party may terminate this Agreement upon written notice to the applicable Selected TargetBreaching Party.

Termination for Material Breach. (a) Either Each Party (shall have the “Non-Breaching Party”) may right to terminate this Agreement (y) in its entirety if during the Option Term (and with respect upon written notice to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted if such other Party is in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination material breach of this Agreement under this Section 12.3.1 and has not cured such breach within ninety (90) days after notice from the terminating Party indicating the nature of such breach,. Such termination shall become effective at the end of such [**] ninety (90) day (or [**] dayperiod unless the breaching Party has cured such breach prior to the end of such period. Any right to terminate under this Section 9.2(a) shall be stayed and the cure period tolled in the event that, as applicable) during any cure period, unless, the Party alleged to have been in material breach shall have initiated dispute resolution in accordance with Article 11 with respect to the extent alleged breach, which stay and tolling shall continue until such Material Breach dispute has been resolved in accordance with Article 11 and any cure required by such dispute resolution procedures has not been timely effected. (b) Each Party shall have the right to terminate this Agreement in its entirety upon written notice to the other Party with immediate effect if such other Party passes a resolution for voluntary winding up or a winding up application is curablemade against it and not set aside within 60 days; or (ii) a receiver of a liquidator is appointed for the other Party; or (iii) the other Party enters into winding up or insolvency or bankruptcy proceedings; or (iv) the other Party enters into a scheme or arrangement in contemplation of the foregoing with its creditors. Each of the Parties undertakes to notify the other within seven days if any of the above mentioned events occur. (c) For clarity, in the event of material breach of this Agreement by Lipocure that is not cured within the applicable notice period set forth in Section 9.2(a), Virpax, at its sole discretion, may either: (i) the Breaching Party has cured such Material Breach prior terminate this Agreement in accordance with Section 9.2(a) (in addition to the expiration pursuing any remedy that may be available to Virpax at law or in equity as a result of such cure periodLipocure’s breach of this Agreement); or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as elect (A) the Breaching Party has provided not to the Non-Breaching Party a written plan that is reasonably calculated to effect a cureterminate this Agreement, (B) such plan is reasonably acceptable to retain the Non-Breaching Partylicense granted under Section 2.1, subject to all terms and conditions hereof, and (C) the Breaching Party commits pursue any remedy that may be available to and does carry out such plan; provided however thatVirpax at law or in equity as a result of Lipocure’s breach of this Agreement, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Partywithout prejudice to Virpax’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on at a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan later date pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination 9.2 (for that uncured material breach or any other uncured material breach of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right Lipocure) or pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target9.4.

Termination for Material Breach. (a) Either Without prejudice to any remedy or claim it may have against the other Party for material breach or non-performance of this Agreement, either 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 “Non-Breaching PartyBreach”) may in accordance with the following provisions: 16.1.1.1 The terminating Party shall notify the terminated Party of any such Breach in writing, specifying such Breach in reasonable detail and stating its intention to terminate this Agreement for cause (ythe “Reminder”). 16.1.1.2 In the event that the terminated Party either (i) in its entirety if during the Option Term Breach is of such a nature that it can be reasonably expected to be cured within a [*] day period (and for example, as with respect an obligation to CELGENEmake payment of monies), at any time during fails to cure such Breach within a period of [*] days following receipt by the Termterminated Party of such Reminder (the “Remedy Period”), or (zii) on if the Breach is of such a Selected Target-by-Selected Target basis nature that it cannot be reasonably expected to be cured within a [*] day period, if after the Option Termterminated Party fails to establish to the reasonable satisfaction of the terminating Party that it is diligently and actively pursuing a cure at the expiration of such Remedy Period, , the other terminating Party shall be entitled to terminate this Agreement within a period of [*] following the expiry of such Remedy Period with immediate effect by giving the terminated Party related written notice. 16.1.1.3 In the event that the terminated Party, under the circumstances referred to under (ii) of Section 16.1.1.2 above, can establish to the reasonable satisfaction of the terminating Party that it is diligently and actively pursuing a cure at the expiration of the Remedy Period, then such Remedy Period shall be extended for so long as a cure is being diligently and actively pursued, such extension not to exceed [*] days in the aggregate (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material BreachExtended Remedy Period”). For clarity, the Remedy Period and such Material Breach the Extended Remedy Period together shall have continued for not exceed [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to . 16.1.1.4 In the Breaching event that the terminated Party by shall not have cured the Non-Breaching Party, such notice describing the alleged Material Breach. Subject Breach pursuant to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective 16.1.1.3 above at the end of such Extended Remedy Period, the terminating Party may exercise its termination right for Breach within a period of [**] day (or [**] day, as applicable) cure period, unless, to following the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration expiry of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with Extended Remedy Period by giving the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching terminated Party has provided to the Non-Breaching Party a related written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure periodnotice. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target.

Termination for Material Breach. (a) Either If either Party (the “Non-Breaching Party”) may terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, believes that the other Party (the “Breaching Party”) shall have (A) has materially breached one or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE more of its obligations under this Agreement, EPIZYME’s termination 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 pursuant 43 EAST\151813552.1 Exhibit 10.1 Confidential Treatment has been granted for portions of this exhibit. The copy filed herewith omits certain information subject to the confidentiality request. Omissions are designated as “****”. A complete version of this Section 12.3.1 exhibit has been filed separately with respect the Securities and Exchange Commission. to terminate this Agreement if the breach asserted in such Material Breach Default Notice has not been cured within sixty (60) days after such 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 limited extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a termination reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to 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 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, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement with respect to shall not, notwithstanding anything herein, fall within the applicable Selected Target, only exception in subpart (ii) of the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetimmediately preceding sentence.

Termination for Material Breach. (a) Either Party (the “Non-Breaching Party”) may may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement (y) subject to ARTICLE 14 in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, event that the other Party (as used in this subsection, the “"Breaching Party”") shall have (A) materially breached this Agreement or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance any of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”)hereunder, and such Material Breach not corrected the situation following notice and an opportunity to cure as provided below. The Breaching Party shall have continued for [**] sixty (60) days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Nonnon-breaching Party to remedy such default (or, if such default cannot be cured within such 60-day period, the Breaching Party, Party must commence actions to cure such notice describing the alleged Material Breachdefault during such 60-day period and thereafter diligently continue such actions). Subject to Section 12.3.2, any Any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] 60-day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) period unless the Breaching Party has cured any such Material Breach breach or default prior to the expiration of such cure period; 60-day period (or (ii) , if such Material Breach default is capable of being cured but cannot susceptible to cure be cured within such cure period even with the use of Commercially Reasonable Efforts60-day period, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) 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 ninety (90) days of written notice thereof being provided to the Non-Breaching Party a written plan by the non-breaching Party to remedy such default). In the event that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to one Party claims that the Non-Breaching Partyother Party has materially breached its obligations hereunder, and (C) the Breaching Party commits (by written notice to the other Party) disputes in good faith such material breach or its failure to cure such breach within the applicable cure period, then such dispute may be submitted to dispute resolution, either pursuant to the procedures set forth in Section 3.01(f) or through litigation or arbitration. In such event, the Party alleging such breach does not have the right to terminate this Agreement pursuant to this Section 13.02, until it has been determined, pursuant to such dispute resolution procedure, that the Breaching Party is in material breach of this Agreement, and does carry out such plan; provided however thatBreaching Party further fails to cure such breach within sixty (60) days after the conclusion of any such procedure. For clarity, unless otherwise mutually agreed in the event of a material breach by the Parties in such plan or MYLAN with respect to a particular ROW Country, THERAVANCE's right to terminate under this Section 13.02 would apply on a Country-by-Country basis as set forth in Section 12.3.2(b) or (c5.04(f), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target.

Termination for Material Breach. (a) Either Party (the “Non-Breaching Party”) may terminate this Agreement (y) Agreement, in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected TargetLicensed Product-by-Selected Target basis if after Licensed Product or Research Program-by-Research Program basis, in the Option Term, event the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance commits a material breach of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”)Agreement, and such Material Breach shall have continued for material breach (excluding breaches of payment obligations) has not been cured [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after receipt of written notice thereof was provided to of such breach by the Breaching Party by from the Non-Breaching Party, 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 Breachmaterial breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Subject to Section 12.3.2, any such Any termination of this Agreement under pursuant to this Section 12.3.1 10.2 shall become effective at the end of such [**] day (or [**] daythe Cure Period, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) unless the Breaching Party has cured any such Material Breach material breach prior to the expiration of such cure period; Cure Period, or (ii) , if such Material Breach material breach is not reasonably susceptible to cure within such cure period even with the use of Commercially Reasonable EffortsCure Period, in which event then, the Non-Breaching Party’s right to of termination shall be suspended only if if, and for so long as (A) as, the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a curecure of such material breach, (B) such plan is reasonably acceptable accepted by the Non-Breaching Party (such acceptance not to be unreasonably withheld, delayed or conditioned), and the Breaching Party commits to and carries out such plan as provided to the Non-Breaching Party. Notwithstanding anything herein to the contrary, and (C) in the Breaching Party commits event that Flame’s material breach of this Agreement relates primarily to and does carry out one or more Licensed Products or Research Programs, NovaRock shall be permitted to terminate this Agreement pursuant to this Section 10.2 solely with respect to such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(bLicensed Product(s) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) Research Program. The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 10.2 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement. In the event the Breaching Party disputes such material breach within the Cure Period in good faith, EPIZYME’s termination right pursuant to this Section 12.3.1 the Parties shall resolve the dispute in accordance with respect to such Material Breach the dispute resolution process set forth in ARTICLE 11 and the Cure Period shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which tolled until such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE final determination is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetreached.

Termination for Material Breach. (a) Either If either Party (the “Non-Breaching Party”) may terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, believes that the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted is in the performance material breach of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder other than with respect to a Selected Target failure to use Commercially Reasonable Efforts under Section 1.4 or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated Section 4.3, which is governed by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (BSection 9.2.3 below), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by then the Non-Breaching Party, such Party may deliver notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day material breach to the Breaching Party. In such notice, the Non-Breaching Party will identify the actions or conduct that it wishes such Breaching Party to take for an acceptable and prompt cure of such breach (or [**] daywill otherwise state its good-faith belief that such breach is incurable); provided, as applicablehowever, that such identified actions or conduct will not be binding upon the Breaching Party with respect to the actions that it may need to take to cure such breach. If the breach is curable, the Breaching Party will have ninety (90) days to either cure period, unless, such breach (except to the extent such Material Breach is curable: breach involves the failure to make a payment when due, which breach must be cured within thirty (i30) the Breaching Party has cured days following such Material Breach prior to the expiration of such notice) or, if a cure period; or (ii) such Material Breach is cannot susceptible to cure be reasonably effected within such cure period even with the use of Commercially Reasonable Effortsninety (90) day period, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided deliver to the Non-Breaching Party a written plan that for curing such breach which is reasonably calculated sufficient to effect a curecure within a reasonable period. If the Breaching Party fails to (a) cure such breach within the ninety (90) day or thirty (30) day period, as applicable, or (Bb) such use Commercially Reasonable Efforts to carry out the plan is reasonably acceptable to and cure the breach, the Non-Breaching Party, and (C) the Breaching Party commits may terminate this Agreement in its entirety if such breach relates to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basisin relevant part if such breach does not relate to this Agreement in its entirety, as provided by providing written notice to the Breaching Party. (b) The termination right set forth in this Section 12.3.1 shall not 9.2.2 will be affected in any way by such Party’s waiver or failure addition to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to 9.2.3 and Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target9.2.4.

Termination for Material Breach. Upon (a) Either any material breach of this Agreement by AVEO or (b) any material breach of this Agreement by CANbridge (the Party so allegedly breaching being the “Breaching Party”), the other Party (the “Non-Breaching Party”) may will have the right, but not the obligation, to terminate this Agreement (y) in its entirety if during by providing 45 days written notice to the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Breaching Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after material breach of a payment obligation and 90 days written notice thereof was provided to the Breaching Party by in the case of any other material breach, which notice will, in each case (x) expressly reference this Section 12.2.1 (Termination for Material Breach), (y) reasonably describe the alleged breach which is the basis of such termination, and (z) clearly state the Non-Breaching Party, such notice describing ’s intent to terminate this Agreement if the alleged Material Breachbreach is not cured within the applicable cure period. Subject Notwithstanding the foregoing, (i) if the alleged material breach by CANbridge is that it has failed to use Commercially Reasonable Efforts to Develop or Commercialize the Product in a particular country in the Licensed Territory under Section 12.3.24.3.1 (Development Diligence) or Section 5.2.3 (Commercialization Diligence) other than a Major Market Country in the EU, any such termination of then AVEO will have the right to terminate this Agreement under solely with respect to such country (and not in its entirety); (ii) if the alleged material breach by CANbridge is that it has failed to use Commercially Reasonable Efforts to Develop or Commercialize the Product in a Major Market Country in the EU, then AVEO will have the right to terminate this Section 12.3.1 shall Agreement solely with respect to the EU; (iii) if such material breach (other than a payment breach), by its nature, is curable, but is not reasonably curable within the applicable cure period, then such cure period will 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 will exceed 90 days without the consent of the Non-Breaching Party; and (iv) if the Breaching Party disputes that it has materially breached this Agreement, the dispute will be resolved pursuant to ARTICLE 13 (Dispute Resolution), and this Agreement may not be terminated during the pendency of such dispute resolution procedure. The termination will become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) notice period unless the Breaching Party has cured cures such Material Breach prior to the expiration of breach during such cure notice period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Effortsprovided, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to however, that the Non-Breaching Party may, by notice to the Breaching Party, designate a written plan that later date for such termination in order to facilitate an orderly transition of activities relating to the Product. If, as a result of the application of such dispute resolution procedures, the Breaching Party is reasonably calculated determined to effect be in material breach of this Agreement (an “Adverse Ruling”), then if the Breaching Party fails to cure such material breach within 60 days after such ruling (whether or not such actions are specified by the Adverse Ruling) (or 10 days after such ruling in the case of a curepayment breach), (B) such plan is reasonably acceptable to then the Non-Breaching Party, and (C) Party may terminate this Agreement upon written notice to the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous 12.2.1 (Termination for Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target).

Termination for Material Breach. (a) Either Any material failure by a Party (the “Breaching Party”) to comply with any of its material obligations contained in this Agreement (such failure, a “Material Breach”) shall entitle the other Party (the “Non-Breaching Party”) may terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided give to the Breaching Party by written notice specifying the Non-Breaching Party, such notice describing nature of the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) requiring the Breaching Party has cured to cure such Material Breach prior to the expiration of such cure period; orBreach. (iib) If such Material Breach is not susceptible cured within [***] after the receipt of notice pursuant to cure within such cure period even with the use of Commercially Reasonable EffortsSection 9.3(a) above, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party shall be entitled to terminate this Agreement on written notice to the Breaching Party and without prejudice to any of its other rights conferred on it by this Agreement; provided that if a written Material Breach (other than for non-payment) cannot reasonably be cured within such [***] period and the Breaching Party promptly delivers a plan that is reasonably calculated to effect a cure, cure such Material Breach (B) such plan is reasonably acceptable to the Non-Breaching Party) and uses commercially reasonable efforts to implement such plan, and (C) then the cure period shall be extended for so long as the Breaching Party commits is using commercially reasonable efforts to and does carry out cure such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or Material Breach (c), in no event shall such suspension up to a maximum cure period of the Non-Breaching Party’s right to terminate extend beyond [***] days after from the original cure period. (b) The date of initial notice); further provided, however, that if the Breaching Party disputes the existence of a Material Breach, the matter shall be submitted for resolution in accordance with Article 10, and the Breaching Party shall not have the right of either Party to terminate this Agreement in its entirety, or on unless and until a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions final decision of this Section 12.3.1, if the applicable Material Breach is a breach by either rendered under Article 10 and the Breaching Party of its obligation fails to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to cure such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetwithin [***] thereafter.

Termination for Material Breach. (ai) Either If either Party (the “Non-Breaching Party”) may terminate is in material breach of this Agreement (y) including without limitation any material breach of a representation or warranty made in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Termthis Agreement), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, then the other Party (may deliver notice of such breach to the “Breaching breaching 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. The allegedly breaching Party shall have thirty (A30) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect days to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to either cure such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (breach or, in the case of a Material Breach with respect if cure cannot be reasonably effected within such thirty (30) day period, to payment, [**] days) after written notice thereof was provided deliver to the Breaching other Party by the Non-Breaching Party, a plan for curing such notice describing the alleged Material Breachbreach which is reasonably sufficient to effect a cure. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 Such a plan shall become effective at the end set forth a program for achieving cure as rapidly as practicable. Following delivery of such [**] day (or [**] dayplan, as applicable) the breaching Party shall use Diligent Efforts to carry out the plan and cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; orbreach. (ii) If the Party receiving notice of breach fails to cure such Material Breach breach within the thirty (30) day period, or the Party providing the notice reasonably determines that the proposed corrective plan or the actions being taken to carry it out is not susceptible to cure within such cure period even with commercially practicable, the use of Commercially Reasonable EffortsParty originally delivering the notice may, in which event upon thirty (30) days advance written notice, terminate the Non-Breaching breaching Party’s right active involvement in this Agreement by converting all Collaboration Products to termination shall be suspended only if and for so long as (A) Terminated Products of the Breaching Party has provided to breaching Party. If Syrrx is the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching breaching Party, then all Collaboration Products shall become Syrrx Terminated Products as of the effective date of such termination. If PPD is the breaching Party, then all Collaboration Products shall become PPD Terminated Products as of the effective date of such termination and (C) Syrrx shall have the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as option set forth in Section 12.3.2(b13.3. (iii) If a Party gives notice of termination under this Section 13.2(a) and the other Party disputes whether (a) it was in material breach of this Agreement, (b) it had failed to cure such breach, or (c)) the proposed corrective plan or the actions being taken to carry it out is not commercially practical, in no event shall such suspension then the issue of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate whether this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach has been terminated shall be limited resolved in accordance with Article 16. If as a result of such dispute resolution process it is determined that the disputing Party had failed to cure a termination material breach of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s then such termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited deemed to have been effective thirty (30) days following the date of the notice of termination. If as a result of such dispute resolution process it is determined that the disputing Party had not committed a material breach or had timely cured such material breach, then no termination of shall have occurred and this Agreement with respect shall have remained in effect. If, as a result of such dispute resolution process, it is determined that the disputing Party’s proposed corrective plan or the actions being taken to carry it out are commercially practical, then the applicable Selected Target, only disputing Party shall promptly and diligently implement such plan and shall cure such breach within the time frame set forth in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetplan.

Termination for Material Breach. (a) Either If either Party (believes that the “Non-Breaching Party”) may terminate other Party is in material breach of this Agreement (y) including any material breach of a representation or warranty made in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Termthis Agreement), then the non-breaching Party may deliver written notice of such breach to the other Party. In such notice the non-breaching Party shall identify the actions or (z) on conduct that such Party would consider to be an acceptable cure of such breach. For all breaches other than a Selected Target-by-Selected Target basis if after the Option Termfailure to make a payment set forth in Article 8 or Section 7.6, the other allegedly breaching Party (the “Breaching Party”) shall have ninety (A90) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect days to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to cure such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breachbreach. Subject to Section 12.3.211.3(b), for any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, breach arising from a failure to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party make a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as payment set forth in Article 8 or Section 12.3.2(b7.6, the allegedly breaching Party shall have ten (10) or (c), in no event shall business days to cure such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure periodbreach. (b) The right Subject to Section 11.3(c), if the Party receiving notice of either breach fails to cure such breach within the 90-day period or 10-day period (as applicable, and subject to the remainder of this Section 11.3(b)), or the Party providing the notice reasonably determines that the proposed corrective plan or the actions being taken to carry it out are not commercially practicable, the Party originally delivering the notice may terminate this Agreement in its entiretyupon thirty (30) days advance written notice; provided, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, that if the applicable Material Breach is breach applies only to a breach by either Party of its obligation given Product or to use Commercially Reasonable Efforts to perform a given Region, the activities assigned to such Party under non-breaching * Certain information on this page has been omitted and filed separately with the Development Plan pursuant to Section 3.2 SEC. Confidential treatment has been requested with respect to the applicable Selected Target, omitted portions. Party may only terminate the Non-Breaching breaching Party’s termination right pursuant to this Section 12.3.1 rights with respect to such Material Breach shall be limited Product or such Region; and provided further, that the failure of PDL to cure, within thirty (30) days of BMS’ notice pursuant to Section 11.3(a), a material breach by PDL of its obligations to pay Development Costs under Section 3.6, or Operating Losses under Section 8.3 with respect to a termination Product, shall not give BMS any right to terminate this Agreement, but shall give BMS the right, upon thirty (30) days advance written notice to PDL, to terminate PDL’s right to Co-Develop such Product (in the manner set forth in Section 3.6(b)) and to convert PDL’s profit-sharing rights in such Product to rights to receive royalties under Section 8.5(b)(ii). In the event BMS converts PDL’s profit-sharing rights to rights to receive royalties pursuant to the foregoing, the terms of this Agreement Section 11.6(e) shall apply with respect to such Selected TargetProduct as though PDL were the terminating Party. (c) If a Party gives notice of material breach under Section 11.3(a) and the other Party disputes whether such notice was proper, or if a Party determines under Section 11.3(b) that the other Party’s proposed corrective plan or the actions being taken to carry it out is not commercially practicable and such other Party disputes such determination, then the issues of: (i) whether a breach has occurred; or (ii) whether a proposed corrective plan or the related actions are commercially practicable, shall in any case be resolved in accordance with Section 14.1. FurtherIf as a result of such dispute resolution process it is determined that the notice of breach was proper, with respect to any Material Breach by CELGENE then such termination (or conversion of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach profit-sharing rights) shall be limited 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 14.1 within the time period set forth in Section 11.3(a) for the applicable breach following such determination. If as a result of such dispute resolution process it is determined that the notice of breach was improper, then no termination (or conversion of profit-sharing rights) shall have occurred and this Agreement with respect to the applicable Selected Target, only shall have remained in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targeteffect.

Termination for Material Breach. (a) Either Party (the “Non-Breaching Party”) may may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, event the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by under this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach default shall have continued for [**] ninety (90) calendar days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching PartyParty (or thirty (30) calendar days after written notice thereof for any payment breach), such notice describing with particularity and in detail the alleged Material Breachmaterial breach. Subject to Section 12.3.2, any Any such termination of this Agreement under this Section 12.3.1 10.2(a) shall become effective at the end of such [**] ninety (90) calendar day period (or [**] daythirty (30) calendar day period for any payment breach), as applicable) cure period, unless, to the extent such Material Breach is curable: (i) unless the Breaching Party has either (i) cured any such Material Breach breach or default prior to the expiration of such cure ninety (90) calendar day period (or thirty (30) calendar day period; or , if applicable), or (ii) if such Material Breach breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Effortsninety (90) calendar day period, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has has, within thirty (30) calendar days from notice of such breach or default, provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan cure that the Non- Breaching Party notifies the Breaching Party is reasonably acceptable satisfactory to the Non-Breaching PartyParty (provided, and that this CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (CI) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. subsection (ii) shall not apply in the case of any payment breach). If the Non-Breaching Party rejects this plan, then the Breaching Party commits may either (x) seek dispute resolution pursuant to Sections 11.1 and does 11.2 herein, or (y) allow the Non-Breaching Party to terminate the Agreement without further action. In the event that the Non-Breaching Party has accepted any plan in accordance with the preceding sentences, the Non-Breaching Party may terminate this Agreement immediately upon written notice to the Breaching Party if the Breaching Party subsequently fails to carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) . The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 10.2(a) shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetdefault.

Termination for Material Breach. (a) Either If either Party (the “Non-Breaching Party”) may terminate is in material breach of this Agreement (y) including without limitation any material breach of a representation or warranty made in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Termthis Agreement), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, then the other Party (may deliver notice of such breach to the “Breaching breaching 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. The allegedly breaching Party shall have thirty (A30) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect days to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to either cure such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (breach or, in the case of a Material Breach with respect if cure cannot be reasonably effected within such thirty (30) day period, to payment, [**] days) after written notice thereof was provided deliver to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching other Party a written plan that for curing such breach which is reasonably calculated sufficient to effect a cure. Such a plan shall set forth a program for achieving cure as rapidly as practicable. Following delivery of such plan, (B) such plan is reasonably acceptable the breaching Party shall use Diligent Efforts to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of and cure the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure periodbreach. (b) The right If the Party receiving notice of either breach fails to cure such breach within the thirty (30) day period, or the Party providing the notice reasonably determines that the proposed corrective plan or the actions being taken to carry it out is not commercially practicable, the Party originally delivering the notice may terminate this Agreement in its entirety, or on a Selected Target basis, as provided in upon thirty (30) days advance written notice. (c) In the event of termination of this Agreement by Aradigm pursuant to this Section 12.3.1 10.4: (i) all licenses granted by Aradigm to CyDex will automatically terminate and revert to Aradigm; (ii) Aradigm shall not be affected have the option set forth in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 10.3 with respect to the applicable Selected Target, Collaboration Product and may exercise such option at one-half of the Non-Breaching Party’s cost set forth in Section 10.3; and (iii) the following additional provisions of this Agreement shall survive (in addition to those set forth in Section 10.6): Section 10.3 and this Section 10.4(c). (d) In the event of termination right of this Agreement by CyDex pursuant to this Section 12.3.1 10.4: (i) all licenses granted by CyDex will automatically terminate and revert to CyDex; (ii) CyDex shall have the option set forth in Section 10.3 with respect to all Collaboration Products and may exercise such Material Breach shall be limited to a termination option at one-half of the cost set forth in Section 10.3; and (iii) the following provisions of this Agreement with respect shall survive (in addition to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to those set forth in Section 10.6): Section 10.3 and this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target10.4(d).

Termination for Material Breach. (a) Either If either Party (the “Non-Breaching Party”) may terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, believes that the other Party (the “Breaching Party”) shall have (A) has materially breached or defaulted in this Agreement, then the performance Non- Breaching Party may deliver notice of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided material breach to the Breaching Party by (a “Default Notice”). If the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination Party does not dispute that it has committed a material breach of this Agreement under this Section 12.3.1 shall become effective at Agreement, then if the end of Breaching Party fails to cure such [**] day breach, or fails to take steps as would be considered reasonable to effectively cure such breach, within ninety (90) days (or [**] daythirty (30) days payment-related breaches) after receipt of the Default Notice (provided that if such cure cannot reasonably be achieved within such ninety- (90-) (or thirty- (30-), as applicable) cure day period, unlessthen such ninety- (90-) (or thirty- (30-), to the extent such Material Breach is curable: (ias applicable) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure day period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and automatically extended for so long as an additional ninety (A90) the Breaching Party has provided to days), the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party. If the Breaching Party disputes that it has materially breached this Agreement, the dispute shall be resolved pursuant to Section 14.14. If, as a written plan that result of the application of such dispute resolution procedures, the Breaching Party is reasonably calculated finally determined to effect a curebe in material breach of this Agreement (an “Adverse Ruling”), then if the Breaching Party fails to cure such material breach within ninety (B90) days (or thirty (30) days payment-related breaches) after such plan is reasonably acceptable to Adverse Ruling (or such longer period as established by the courts in such final determination), then the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect upon written notice to the entire EU with respect to the applicable Selected TargetBreaching Party.

Termination for Material Breach. (ai) Either If either Party believes in good faith that the other Party 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 [***] from the receipt of the initial notice to cure such breach (or in the case of any payment breach other than with respect to the Upfront Payment, [***]). If the Party receiving notice of material breach fails to cure the breach within such [***] (or other applicable cure period for a payment breach), then the non-breaching Party may terminate this Agreement in its entirety effective on written notice of termination to the other Party. Notwithstanding the foregoing, if such material breach (other than a payment breach), by its nature, is curable, but is not reasonably curable within the [***] cure 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, that no such extension shall exceed an additional [***] days without the consent of the non-breaching Party. (ii) In case the 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 “Non-Breaching Defaulting Party”) disputes the existence or materiality of such material breach, then the issue of whether the Non-Defaulting Party may properly terminate this Agreement (y) on expiration of the applicable cure period shall be resolved in its entirety if during accordance with Section 13.6 and Section 13.7. If, as a result of such dispute resolution proceeding, it is determined that the Option Term (Defaulting Party committed a material breach and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if Defaulting Party does not cure such material breach within [***] after the Option Term, the other Party date of such determination (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material BreachAdditional Cure Period”), and then such Material Breach termination shall have continued for be effective as of the expiration of the Additional Cure CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[**] days *]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (or, in I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL Period. If the case of a Material Breach with respect to payment, [**] days) after written notice thereof Parties dispute whether such material breach was provided to the Breaching Party by the Non-Breaching Partyso cured, such notice describing the alleged Material Breachdispute shall also be determined in accordance with Section 13.6 and Section 13.7. Subject to Section 12.3.2, This Agreement shall remain in full force and effect while any such termination dispute resolution proceeding is pending, such proceeding shall not suspend any obligations of this Agreement under this Section 12.3.1 either Party hereunder, and each Party shall become effective at the end use reasonable efforts to mitigate any damage. If, as a result of such [**] day (or [**] daydispute resolution proceeding, as applicable) cure period, unless, to the extent such Material Breach it is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as determined that (A) the Breaching Defaulting Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a curedid not commit such breach, (B) such plan is reasonably acceptable to the Non-Breaching Party, and breach was not material or (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties breach was cured in such plan or as set forth in accordance with this Section 12.3.2(b) or (c12.2(b), in then no event termination shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate be effective, and this Agreement shall continue in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetfull force and effect.

Termination for Material Breach. (a) Either Party (the “Non-Breaching Party”) may may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement (y) subject to ARTICLE 14 in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, event that the other Party (as used in this subsection, the “Breaching Party”) shall have (A) materially breached this Agreement or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance any of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”)hereunder, and such Material Breach not corrected the situation following notice and an opportunity to cure as provided below. The Breaching Party shall have continued for [**] sixty (60) days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Nonnon-breaching Party to remedy such default (or, if such default cannot be cured within such 60-day period, the Breaching Party, Party must commence actions to cure such notice describing the alleged Material Breachdefault during such 60-day period and thereafter diligently continue such actions). Subject to Section 12.3.2, any Any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] 60-day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) period unless the Breaching Party has cured any such Material Breach breach or default prior to the expiration of such cure period; 60-day period (or (ii) , if such Material Breach default is capable of being cured but cannot susceptible to cure be cured within such cure period even with the use of Commercially Reasonable Efforts60-day period, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) 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 ninety (90) days of written notice thereof being provided to the Non-Breaching Party a written plan by the non-breaching Party to remedy such default). In the event that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to one Party claims that the Non-Breaching Partyother Party has materially breached its obligations hereunder, and (C) the Breaching Party commits (by written notice to the other Party) disputes in good faith such material breach or its failure to cure such breach within the applicable cure period, then such dispute may be submitted to dispute resolution, either pursuant to the procedures set forth in Section 3.01(f) or through litigation or arbitration. In such event, the Party alleging such breach does not have the right to terminate this Agreement pursuant to this Section 13.02, until it has been determined, pursuant to such dispute resolution procedure, that the Breaching Party is in material breach of this Agreement, and does carry out such plan; provided however thatBreaching Party further fails to cure such breach within sixty (60) days after the conclusion of any such procedure. For clarity, unless otherwise mutually agreed in the event of a material breach by the Parties in such plan or MYLAN with respect to a particular ROW Country, THERAVANCE’s right to terminate under this Section 13.02 would apply on a Country-by-Country basis as set forth in Section 12.3.2(b) or (c5.04(f), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target.

Termination for Material Breach. (a) Either Party (Upon and subject to the “Non-Breaching Party”) may terminate terms and conditions of this Section 19.3, this Agreement (y) shall be terminable by a Party in its entirety if during or for a particular Licensed Product or particular Licensed Products in the Option Term (and with respect Field in the entire Territory, upon written notice to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party, if such other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance commits a material breach of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by under this Agreement with respect to such Selected Target, Licensed Compounds Product(s) as to which such notice of termination is given (or all Licensed Products after if such notice of termination is with respect to this Agreement is in its entirety). Such notice of termination shall set forth in reasonable detail the Option Term facts underlying or constituting the alleged breach (each and specifically referencing the provisions of (A) and (B), a “Material Breach”this Agreement alleged to have been breached), and the termination which is the subject of such Material Breach notice shall be effective ninety (90) days after the date such notice is given unless the breaching Party shall have continued for [**] days cured such breach within such ninety (90) day period (or, in the case of if such material breach, by its nature, is a Material Breach with respect to payment, [**] dayscurable breach but such breach is not curable within such ninety (90) after written notice thereof was provided to the Breaching Party by the Non-Breaching Partyday period, such notice describing longer period not to exceed one hundred eighty (180) days so long as the alleged Material Breach. Subject breaching party is using Commercially Reasonable Efforts to Section 12.3.2cure such breach, any in which event if such breach has not been cured, such termination shall be effective on the earlier of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or one hundred eighty (ii180) day period or such Material Breach is not susceptible to cure within such cure period even with time as the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation breaching party ceases to use Commercially Reasonable Efforts to perform cure such breach). Notwithstanding the activities assigned to such Party under foregoing, in the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Targetcase of breach of a payment obligation hereunder, the Non-Breaching Party’s termination right pursuant 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 12.3.1 with respect to such Material Breach 19.3, the term “material breach” shall be limited to mean an intentional, continuing (and uncured within the time period described above) material breach by a termination Party, as determined by a court of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetcompetent jurisdiction.

Termination for Material Breach. (a) Either Each Party (shall have the “Non-Breaching Party”) may right to terminate this Agreement 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 90 days (y) in its entirety if during the Option Term (and or 30 days with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] dayspayment breach) after written notice thereof was provided to from 42. [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION the Breaching terminating Party by requesting cure of the Non-Breaching Party, such notice describing the alleged Material Breachbreach. Subject to Section 12.3.2, any Any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] 90-day (or [**] day, as applicable30-day with respect to any payment breach) cure period, unless, period unless the breaching Party has cured such breach prior to the extent end of such Material Breach period. (b) For clarity, in the event of material breach of this Agreement by YouHealth that is curablenot cured within the applicable notice period set forth in Section 11.2(a), Acucela, at its sole discretion, may either: (i) the Breaching Party has cured such Material Breach prior terminate this Agreement in accordance with Section 11.2(a) (in addition to the expiration pursuing any remedy that may be available to Acucela at law or in equity as a result of such cure periodYouHealth’s breach of this Agreement); or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as elect (A) the Breaching Party has provided not to the Non-Breaching Party a written plan that is reasonably calculated to effect a cureterminate this Agreement, (B) such plan is reasonably acceptable to retain the Non-Breaching PartyOption (if then in effect), the Acucela R&D License (if then in effect), and the License (if then in effect), subject to all terms and conditions hereof, and (C) the Breaching Party commits pursue any remedy that may be available to and does carry out such plan; provided however thatAcucela at law or in equity as a result of YouHealth’s breach of this Agreement, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Partywithout prejudice to Acucela’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on at a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan later date pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination 11.2 (for that uncured material breach or any other uncured material breach of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right YouHealth) or pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target11.3.

Termination for Material Breach. (a) Either Party (the “Non-Breaching Party”) may may, without prejudice to any other remedies available to it under applicable Law or in equity, terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”)hereunder, and such Material Breach breach or default shall have continued for [***] days (or, in the case of a Material Breach with respect to paymentpayment breach, [***] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breachbreach. Subject to Section 12.3.29.2.3, any such termination of this Agreement under this Section 12.3.1 9.2.1 shall become effective at the end of such [**] day (or [**] day], as applicable) cure period, unless, to the extent such Material Breach is curable: (i) unless the Breaching Party has cured such Material Breach breach or default prior to the expiration of such cure period; or (ii) such Material Breach . If a non-payment related material breach or default is not susceptible to cure within such the [***] cure period described above (the “Initial Breach Cure Period”) (even with the use of Commercially Reasonable Efforts), in which event the Non-Breaching Party’s right to termination terminate this Agreement shall be suspended for up to an additional [***] (the “Additional Breach Cure Period”), only if and for so long as (A) the Breaching Party has provided to (a) during the Non-Breaching Party Initial Breach Cure Period, provides a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to cure during the Non-Breaching PartyInitial Breach Cure Period or the Additional Breach Cure Period, and (Cb) the Breaching material breach or default is cured within the Initial Breach Cure Period or the Additional Breach Cure Period. During either the Initial Breach Cure Period or the Additional Breach Cure Period, either Party commits may require that the Executive Officers meet and confer in good faith to and does carry out resolve such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) breach condition. The right of either Party to terminate this Agreement in its entiretyAgreement, or on a Selected Target basisportion of this Agreement, as provided in this Section 12.3.1 9.2.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetdefault.

Termination for Material Breach. (a) Either If either Party (believes that the “Non-Breaching Party”) may terminate other is in material breach of this Agreement (y) including without limitation any material breach of a representation or warranty made in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Termthis Agreement), then the non-breaching Party may deliver notice of such breach to the other Party. In such notice the non-breaching Party shall identify the actions or (z) on a Selected Target-by-Selected Target basis conduct that -------- * Confidential Treatment Requested. such Party would consider to be an acceptable cure of such breach. The allegedly breaching Party shall have [*] days to either cure such breach or, if after the Option Termcure cannot be reasonably effected within such [*] day period, to deliver to the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to plan for curing such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in breach which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated sufficient to effect a cure. Such a plan shall set forth a program for achieving cure as rapidly as practicable. Following delivery of such plan, (B) such plan is reasonably acceptable the breaching Party shall use Diligent Efforts to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out the plan and cure the breach. In the event of breach for failure to meet any payment obligations under this Agreement, the breaching Party shall have [*] days to cure such plan; provided however thatbreach for nonpayment. For the avoidance of any doubt, unless otherwise mutually agreed by any failure on the Parties in such plan or as part of Nycomed, Inc. to fulfill its obligations set forth in Section 12.3.2(b) or (c), in no event the Stock Purchase Agreement shall such suspension be a material breach of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure periodthis Agreement. (b) The right If the Party receiving notice of either breach fails to cure such breach within the [*]-day period, or the Party providing the notice reasonably determines that the proposed corrective plan or the actions being taken to carry it out is not commercially practicable, the Party originally delivering the notice may terminate this Agreement upon [*] days advance written notice. If Corixa is the breaching Party, Amersham may elect to not terminate this Agreement as provided herein but instead retain its licenses granted under Section 2.1 subject to payment of fees and milestones under Article 8 and other obligations under this Agreement. If the non-breaching Party elects not to terminate this Agreement under circumstances in its entiretywhich such non-breaching Party believes it is entitled to a temporary restraining order against the breaching Party, or on it may seek such a Selected Target basistemporary restraining order. After the issuance of any temporary restraining order granted hereunder, as provided any disputes concerning the appropriateness of such temporary restraining order shall be resolved in this accordance with Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.114.1 and, if arbitration results, the applicable Material Breach is a breach by either arbitrator shall have the right to grant the Party of its obligation subject to use Commercially Reasonable Efforts to perform the activities assigned such temporary restraining order any redress that might have been available to such Party if the matter had remained under the Development Plan pursuant to Section 3.2 with respect to jurisdiction of the applicable Selected Target, the Non-Breaching Party’s courts. (c) If a Party gives notice of termination right pursuant to under this Section 12.3.1 with respect to 11.3 and the other Party disputes whether such Material Breach notice was proper, then the issue of whether this Agreement has been terminated shall be limited resolved in accordance with Section 14.1. 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 [*] days following the date of the notice of termination. If as a result of such dispute resolution process it is determined that the notice of termination of was improper, then no termination shall have occurred and this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only have remained in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targeteffect.

Termination for Material Breach. (a) Either Upon any material breach of this Agreement by either Party (in such capacity, the “Breaching Party”), the other Party (in such capacity, the “Non-Breaching Party”) may terminate this Agreement by providing [**] days’ prior written notice (y) in its entirety if during the Option Term (and [**] days’ prior written notice with respect to CELGENEany payment breach) to the Breaching Party, specifying the material breach. The termination shall become effective at the end of the [**] day (or, with respect to any time payment breach, [**] day) period unless (a) the Breaching Party cures such breach during such [**] day (or, with respect to any payment breach, [**] day) period (unless the TermParty owing payment believes in good faith that such payment is not due and has notified the other Party thereof (including the basis of its good faith belief in reasonable detail) and paid any undisputed amount to the other Party, in which case the dispute shall be settled in accordance with Article XIII, and this Agreement shall not be terminated as long as the dispute is pending), or (zb) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder solely with respect to a Selected Target or Licensed Compounds or Licensed Products Directed breach that is not a payment breach, if such breach is not susceptible to cure within [**]) days of the receipt of written notice of the breach, the Breaching Party is diligently pursuing a Selected Target or related Diagnostic Products cure (unless such breach, by its nature, is incurable, in a manner that fundamentally frustrates the transactions contemplated by which case this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (Amay be terminated immediately) and (B), a “Material Breach”), and effects such Material Breach shall have continued for cure within an additional [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (period. It is understood and agreed that a private, non-public request to amend or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party waive a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as restriction set forth in Section 12.3.2(b) or (c)Exhibit E communicated by a senior executive at XXXXXX only to a senior executive of MERRIMACK and which MERRIMACK reasonably determines, in no event shall such suspension of the Non-Breaching Party’s right after consultation with legal counsel, does not require public disclosure by MERRIMACK pursuant to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 applicable Law shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions constitute a material breach of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided provided, however, that if XXXXXX shall immediately withdraw any such Material Breach by CELGENE is request for an amendment or waiver of a Material Breach as restriction set forth in Exhibit E upon instruction from MERRIMACK (with failure to the EU taken as so withdraw any such request constituting a whole, EPIZYME may terminate material breach of this Agreement with respect to the entire EU with respect to the applicable Selected TargetAgreement).

Termination for Material Breach. Upon any material breach of this Agreement by OncoC4 or BioNTech (a) Either the Party so allegedly breaching, the “Allegedly Breaching Party”), the other Party (the “Non-Breaching Party”) may will have the right, but not the obligation, to terminate this Agreement (y) in its entirety if during the Option Term by providing (and with respect to CELGENE, i) at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for least [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after ’ written notice thereof was provided to the Allegedly Breaching Party by with respect to any breach of any payment obligation under this Agreement or (ii) at least [***] days’ written notice to the Allegedly Breaching Party with respect to any other breach, which notice will, in each case (A) expressly reference this Section 13.3(a) and state that it is a notice of material breach under this Section 13.3(a), (B) reasonably describe the alleged breach which is the basis of such termination, and (C) clearly state the Non-Breaching Party, such notice describing ’s intent to terminate this Agreement if the alleged Material Breachbreach is not cured within the applicable cure period. Subject For material breaches not capable of cure within [***] days that may be alleged, but excluding breaches in the form of a failure to pay an amount due or a breach of Section 12.3.22.6, any 3.2(e) or 15.17, the [***] day cure period shall be extended to such termination longer reasonable period as in which it is possible for the Allegedly Breaching Party to cure if it provides written notice within the [***] days of this Agreement its intent and plan to cure and subsequently proceeds to use Commercially Reasonable Efforts to carry out such plan (as it may be updated based upon circumstances subsequently encountered); provided, that such extended cure period shall not exceed [***] days following the notice of breach under this Section 12.3.1 13.3(a) and following such [***] day period the Non-Breaching Party shall have the right, but not the obligation, to terminate this Agreement on at least [***] days’ prior written notice. The termination, if not disputed, will become effective at the end of such [**] day the notice period (or [**] day, as applicable) if applicable such extended cure period) unless the Allegedly Breaching Party cures such breach during such notice period; provided, unlesshowever, to the extent such Material Breach is curable: that (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a curemay, (B) such plan is reasonably acceptable by notice to the Non-Breaching Party, propose a later date for such termination in order to facilitate an orderly transition of activities relating to Licensed Products in which case Section 13.4(c) shall apply mutatis mutandis, and (Cii) if the Breaching Party commits to termination is disputed, then the notice and does carry out such plan; provided however that, unless otherwise mutually agreed by cure periods under this Section 13.3(a) and the right of the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement shall be tolled, and otherwise this Agreement and the Parties’ rights hereunder (including the Exclusive License and if still in its entiretyeffect the Option) shall remain in full force and effect, in each case, pending the outcome of dispute resolution in accordance with this Agreement, at which time this Agreement either will or on will not terminate based upon the results of the dispute resolution (i.e., in accordance with the arbitral award). In no event shall this Agreement be terminated by a Selected Target basis, as provided in termination under this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action 13.3(a) while dispute resolution with respect to any previous Material Breach. Notwithstanding the foregoing provisions of whether a Party is entitled to terminate under this Section 12.3.1, if the applicable Material Breach 13.3(a) is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetongoing.

Termination for Material Breach. (a) Either If [***], then the non-breaching Party (the “Non-Breaching Party”) may terminate this Agreement (y) in its entirety if during the Option Term (and with respect deliver notice of such breach to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (stating the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”)cause, and proposed remedy if any. For all such Material Breach shall have continued for [**] days (or*], in the case of a Material Breach with respect to payment, allegedly breaching Party shall have [***] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, from such notice describing 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 alleged Material Breach. Subject breaching Party may submit, within [***] of such notice, a reasonable cure plan to Section 12.3.2, remedy such breach as soon as possible and in any such termination of this Agreement under this Section 12.3.1 shall become effective at event prior to the end of such [***] day (or period, and, upon such submission, the [***] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and automatically extended for so long as (A) the Breaching breaching Party has provided continues to use diligent efforts to cure such breach in accordance with THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 44 the Non-Breaching Party a written plan that is reasonably calculated to effect a curecure plan, (B) such plan is reasonably acceptable to but for no more than [***] additional days. If [***], the Non-Breaching Partymatter shall be addressed under the dispute resolution provisions in Article 15, and (C) the Breaching termination shall not become effective unless and until it has been determined under Article 15 that the allegedly breaching Party commits is in material breach of this Agreement and has failed to and does carry out cure such planbreach within the time periods provided in this Section 14.2(b); provided however thatthat [***], unless otherwise mutually agreed by if either Party disputes [***], the Parties agree to resolve the dispute as expeditiously as possible under Article 15, but in such plan or as set forth in Section 12.3.2(b) or (c), in no any event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond within [***] days after the original cure period. (b) The right occurrence of either Party to terminate such dispute. 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 its entirety, or on effect and the Parties shall continue to perform all of their respective obligations hereunder. A [***] shall be treated as a Selected Target basis, as provided material breach of this Agreement and notwithstanding the foregoing provisions in this Section 12.3.1 14.2(b), [***] shall not be affected in have [***] days to cure any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1breach [***]; provided that, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to government or regulatory action (or inaction) prevents [***] within such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target[***] day period, the Non-Breaching Party’s termination right pursuant Parties shall discuss in good faith to this Section 12.3.1 with respect to extend such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target[***] day period.

Termination for Material Breach. (a) Either In the event that a Party (the “Non-Breaching Party”) may terminate commits a material breach of its overall obligations under this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by purpose of this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (Bother than payment obligations), taken as a “Material Breach”)whole, and such Material Breach shall have continued for [**] material breach of its overall obligations is not cured within ninety (90) days (oror such other time period as mutually agreed by the Parties), in the case or a material breach of a Material Breach with respect to paymentits payment obligations under this Agreement that is not cured within thirty (30) days, [**] days) after such Party receives written notice thereof was provided from the 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 by the Non-Breaching breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable:. (i) Notwithstanding the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach foregoing, if a material breach is not susceptible to cure within such the cure period even with specified in Section 14.2(a), the use of Commercially Reasonable Efforts, in which event the Nonnon-Breaching breaching Party’s right to of termination shall be suspended only if if, and for so long as as, (Ai) the Breaching breaching Party has provided to the Nonnon-Breaching breaching Party a written plan that is reasonably calculated to effect a cure, (Bii) such plan is reasonably acceptable to the Nonnon-Breaching Party, breaching Party and (Ciii) the Breaching breaching Party commits to and does carry out such plan; provided however provided, however, that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c)plan, in no event shall such suspension of the Nonnon-Breaching breaching Party’s right to terminate extend beyond [**] (30) days after the original cure period. (bii) The right of 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 other Party’s right to terminate this Agreement shall be tolled for so long as such dispute resolution procedures are being pursued by the allegedly breaching Party in its entiretygood faith and, or on a Selected Target basisif it is finally and conclusively determined that the allegedly breaching Party is in material breach, as 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 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target14.2(a).

Termination for Material Breach. (a) Either If either Party (the “Non-Breaching Party”) may terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, believes that the other Party (the “Breaching Party”) shall have (A) has materially breached one or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE more of its obligations under this Agreement, EPIZYME’s termination 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 pursuant to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such 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 provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to 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 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, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 12.3.1 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence. IRS Employer Identification No. 40-0000000 Confidential treatment requested with respect to such Material Breach shall be limited to a termination of this Agreement certain portions hereof denoted with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target.“*** REDACTED ***”

Termination for Material Breach. (a) Either Party (the “Non-Breaching Terminating Party”) may terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term)entirety, or (z) on a Selected Targetcountry-by-Selected Target basis if after country basis, in the Option Term, event the other Party (the “Breaching Party”) shall have (A) has materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”)Agreement, and such Material Breach shall have continued for [**] material breach has not been cured within one hundred eighty (180) days (or, in the case after receipt of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to of such breach by the Breaching Party by from the Non-Breaching Party, such Terminating Party (the “Cure Period”). The written notice describing the alleged Material Breachmaterial breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Subject to Section 12.3.2, any such Any termination of this Agreement under pursuant to this Section 12.3.1 12.4(a) shall become effective at the end of such [**] day (or [**] daythe Cure Period, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) unless the Breaching Party has cured any such Material Breach material breach prior to the expiration of such cure period; Cure Period (or (ii) , if such Material Breach material breach is not susceptible reasonably able to cure be cured within such cure period even with the use of Commercially Reasonable EffortsCure Period, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided notified the Terminating Party of its plan for curing such and has commenced and sustained its efforts to cure such material breach during the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (cCure Period), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) . The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 12.4(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous Material Breachbreach 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 13. Notwithstanding anything to the foregoing provisions contrary contained in Section 12.4(a), the Cure Period for any material breach that is the subject of this Section 12.3.1, if a Dispute will run from the applicable Material Breach is a breach date that written notice was first provided to the Breaching Party by either the Terminating Party through the resolution of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan Dispute pursuant to Section 3.2 with respect to ARTICLE 13 and for ten (10) days thereafter, and it is understood and acknowledged that, during the applicable Selected Target, the Non-Breaching Party’s termination right pendency of a Dispute pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination 12.4(b), all of the terms and conditions of this Agreement with respect shall remain in effect, and the Parties shall continue to such Selected Target. Further, with respect to any Material Breach by CELGENE perform all of its their respective obligations under this Agreement, EPIZYME’s termination right pursuant except that all payment obligations from one Party to the other Party under this Section 12.3.1 with respect Agreement which are subject to such Material Breach the Dispute shall be limited to a termination tolled until the resolution of this Agreement such Dispute in accordance with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected TargetARTICLE 13.

Termination for Material Breach. Upon (ai) Either any material breach of this Agreement by Sutro or (ii) any material breach of this Agreement by BioNova (the Party so allegedly breaching being the “Breaching Party”), the other Party (the “Non-Breaching Party”) may will have the right, but not the obligation, to terminate this Agreement in its entirety by [*] written notice to the Breaching Party, and if such breach is curable, such breach has not been cured by the Breaching Party within [*] of such notice. The notice will, in each case (A) expressly reference this Section 14.3(a), (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 cured within the applicable cure period. Notwithstanding the foregoing, (1) if such material breach, by its nature, is curable, but is not reasonably curable within the applicable cure period, then such cure period will 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; and (2) if the Breaching Party disputes (x) whether it has materially breached this Agreement, (y) in its entirety if during whether such material breach is reasonably curable within the Option Term (and with respect to CELGENE, at any time during the Term)applicable cure period, or (z) on a Selected Target-by-Selected Target basis if after whether it has cured such material breach within the Option Termapplicable cure period, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect dispute will be resolved pursuant to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”Section 14.4(k), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall may not be terminated during the pendency of such dispute resolution procedure. The termination will become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) notice period unless the Breaching Party has cured cures such Material Breach prior to the expiration of breach during such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure notice period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target.

Termination for Material Breach. (a) Either Party (the “Non-Breaching Party”) party may terminate this Agreement deed by written notice to the other party: (y1) other than in its entirety if during the Option Term respect of a breach of either a Brookfield Representation and Warranty or an Asciano Representation and Warranty (and which are dealt with respect to CELGENEin clause 13.2), at any time during before 8.00am on the Term)Second Court Date if the other party has materially breached this deed, the party entitled to terminate has given written notice to the party in breach of this deed setting out the relevant circumstances and stating an intention to terminate this deed, and the other party has failed to remedy the breach within 5 Business Days (or any shorter period ending at 5.00pm on the Business Day before the Second Court Date) after the date on which the notice is given; (2) at any time before 8.00am on the Second Court Date if the Court or another Government Agency (including any other court) has taken any action permanently restraining or otherwise prohibiting or preventing the Transaction, or has refused to do any thing necessary to permit the Transaction, and the action or refusal has become final and cannot be appealed or reviewed; (z3) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”)circumstances set out in, and such Material Breach shall have continued for [**] days (orin accordance with, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure periodclause 3.4; or (ii4) such Material Breach is if the Effective Date for the Scheme has not susceptible to cure within such cure period even with occurred, or will not occur, on or before the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure periodEnd Date. (b) The right of either Party to Brookfield may terminate this Agreement deed by written notice to Asciano until 8.00am on the Second Court Date if: (1) an Asciano Material Adverse Change or an Asciano Prescribed Occurrence occurs; or (2) any Asciano Board Member fails to recommend the Scheme or any Asciano Board Member withdraws, adversely revises or adversely modifies his or her recommendation that Asciano Shareholders (other than Excluded Shareholders) vote in favour of the Scheme or any Asciano Board Member makes a public statement indicating that he or she no longer recommends the Transaction or recommending, supporting or endorsing another transaction (including any Competing Proposal). (c) Asciano may terminate this deed by written notice to Brookfield at any time before 8.00am on the Second Court Date if: (1) a Brookfield Material Adverse Change occurs; or (2) a Brookfield Prescribed Occurrence occurs; or (3) the Asciano Board or a majority of the Asciano Board has changed, withdrawn or modified its entirety, or on a Selected Target basis, recommendation as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action permitted under clause 5.5 and Asciano has complied with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE all of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetclause 12.

Termination for Material Breach. (a) Either Party (the “Non-Breaching breaching Party”) may terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term)entirety, or (z) on a Selected Targetan country-by-Selected Target basis if after country and Product-by-Product basis, in the Option Term, event the other Party (the “Breaching Party”) shall have (A) has materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”)Agreement, and such Material Breach shall have continued for material breach has not been cured within [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after receipt of written notice thereof was provided to of such breach by the Breaching Party by from the Non-Breaching Party, such Party (the “Cure Period”). The written notice describing the alleged Material Breachmaterial breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Subject to Section 12.3.2, any such Any termination of this Agreement under pursuant to this Section 12.3.1 12.3(a) shall become effective at the end of such [**] day (or [**] daythe Cure Period, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) unless the Breaching Party has cured any such Material Breach material breach prior to the expiration of such cure period; Cure Period, or (ii) , if such Material Breach material breach is not reasonably susceptible to cure within such cure period even with the use of Commercially Reasonable EffortsCure Period, in which event then, the Non-Breaching Party’s right to of termination shall be suspended only if if, and for so long as (A) as, the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a curecure of such material breach in a prompt manner as is reasonably practical, (B) but in no event longer than [***] following the unextended expiration of the Cure Period, such plan is reasonably acceptable to accepted by the Non-Breaching PartyParty (such acceptance not to be unreasonably withheld, delayed or conditioned), and (C) the Breaching Party commits to and does carry carries out such plan; plan as provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of to the Non-Breaching Party’s right to terminate extend beyond [**] days after Party in the original cure period. (b) timelines set forth in such plan. The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 12.3(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous Material Breachbreach under this Agreement. (b) 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 Article 13. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect anything to the applicable Selected Targetcontrary contained in Section 12.3(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’s termination right Party through the resolution of such Dispute pursuant to Article 13, and it is understood and acknowledged that, during the pendency of a Dispute pursuant this Section 12.3.1 with respect to such Material Breach shall be limited to a termination 12.3(b), all of the terms and conditions of this Agreement with respect shall remain in effect, and the Parties shall continue to such Selected Target. Further, with respect to any Material Breach by CELGENE perform all of its their respective obligations under this Agreement, EPIZYME’s termination right pursuant except that all payment obligations from one Party to the other Party under this Section 12.3.1 with respect Agreement which are subject to such Material Breach the Dispute shall be limited to a termination tolled until the resolution of this Agreement such Dispute in accordance with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected TargetSection 13.6.

Termination for Material Breach. (a) Either If either Party (the “Non-Breaching Party”) may terminate 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 such material breach is cured within [ * ] (y) in its entirety if during the Option Term (and or, with respect to CELGENEany breach of any payment obligation, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**[ * ] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided is given by the non-breaching Party to the Breaching breaching Party by specifying the Non-Breaching Party, breach (provided that if such notice describing the alleged Material Breach. Subject to Section 12.3.2, any cure cannot be fully achieved within such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**[ * ] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within then such cure period even with the use will be extended for an additional period of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right up to termination shall be suspended only if and [ * ] (for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (ctotal cure period of [ * ])), in no event the non-breaching Party shall such suspension of have the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entiretyentirety with immediate effect by giving written notice of such termination to the breaching Party. Notwithstanding the foregoing: (i) If the allegedly breaching Party disputes in good faith the existence, materiality or on a Selected Target basiscure of the applicable material breach and provides written notice of such dispute to the other Party within [ * ] after receipt of notice of the applicable material breach or notice of termination, as provided applicable, then the matter will be addressed under the dispute resolution provisions in Section 15.5 and the termination will not become effective unless and until it has been finally determined under Section 15.5 that the allegedly breaching Party is in material breach of any of its obligations under this Section 12.3.1 Agreement and has failed to cure the same (which cure period shall not be affected commence following such final determination). During the pendency of such a dispute, all of the terms of this Agreement will remain in any way effect and the Parties will continue to perform all of their respective obligations hereunder; and (ii) If the material breach is by a Party and is limited to one or more Royalty Products (in the case of Seagen) or the RC48 Licensed Product or one or more Opt-In Products (in the case of RemeGen) or countries within such Party’s waiver or failure Territory, and the non-breaching Party would otherwise have the right to take action with respect terminate this Agreement in its entirety pursuant to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.114.3(b), if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to then such Party under shall only have the Development Plan pursuant right to Section 3.2 terminate with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the product(s) and/or country(ies) in to which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE breach is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetlimited.

Termination for Material Breach. (a) Either If either Party believes in good faith that the other Party is in material breach of this Agreement, the Manufacturing Technology Transfer Agreement or any Supply Agreement, then the non-breaching Party (the “Non-Breaching Defaulting Party”) may terminate this Agreement (y) in its entirety if during the Option Term (and with respect deliver written notice of such breach to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Defaulting Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), which notice shall describe such breach in reasonable detail and state the Non-Defaulting Party’s intention to terminate this Agreement. For any such Material Breach shall alleged material breach, the allegedly breaching Party will have continued for [***] days (or, in the case of a Material Breach with respect to paymentpayment breach, [**] days*]) after written from the receipt of the initial notice thereof was provided to cure such breach. If the Breaching Party by receiving notice of material breach fails to cure the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of breach within such [**] day (or [**] dayperiod, as applicablethen the Non-Defaulting Party may terminate this Agreement in its entirety effective on written notice of termination to the Defaulting Party. Notwithstanding the foregoing, if such material breach, by its nature cannot be cured within the foregoing cure period or is incurable, but the consequences of such breach can be reasonably alleviated but not within the foregoing cure period (an “Extended Cure Breach”), then such cure period shall be extended if, prior to the end of the initial ninety (90) day cure period, unless, to the extent such Material Breach is curable: (i) Defaulting Party provides a reasonable written plan for curing or reasonably alleviating the Breaching Party has cured such Material Breach prior to the expiration consequences of such cure period; or (ii) such Material Breach is not susceptible material breach and thereafter uses Commercially Reasonable Efforts to cure within or alleviate such cure period even material breach in accordance with such written plan. Notwithstanding the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c)foregoing, in no event shall such suspension of the Non-Breaching Party’s right to terminate cure period extend beyond for more than [***] days after the original cure periodDefaulting Party provides such written plan to the other Party. (b) The right In case the Defaulting Party disputes the existence or materiality of a material breach alleged by the Non-Defaulting Party under Section 9.4.1(a) (Termination for Material Breach), then the issue of whether the Non-Defaulting Party may properly terminate this Agreement on expiration of the applicable cure period will be resolved in accordance with Section 11.1 (Governing Law, Jurisdiction; Dispute Resolution) and the cure periods set forth in Section 9.4.1(a) (Termination for Material Breach) will be tolled for the duration of the dispute resolution proceedings until a final resolution of such dispute. If, as a result of such dispute resolution proceeding, it is determined that the Defaulting Party committed a material breach, the Defaulting Party will have an opportunity to cure such material breach during, as applicable (i) in the case of a payment breach, ten (10) Business Days after such determination, (ii) in the case of an Extended Cure Breach, the period contemplated by (and subject to the terms of) this Section 9.4.1(b), provided that the Defaulting Party provides a written plan, as contemplated thereby, within thirty (30) days following such determination, and (iii) in the case of any other material breach, sixty (60) days after such determination. If the Parties dispute whether such material breach was so cured, such dispute will also be determined in accordance with Section 11.1 (Governing Law, Jurisdiction; Dispute Resolution). This Agreement will remain in full force and effect while any such dispute resolution proceeding is pending, ​ such proceeding will not suspend any obligations of either Party hereunder, and each Party will use reasonable efforts to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in mitigate any way by such Party’s waiver or failure to take action with respect to any previous Material Breachdamage. Notwithstanding the foregoing provisions and subject to Section 9.9 (Rights Accruing Prior to Expiration or Termination), if any payments become payable during such period as this Agreement remains in effect solely by virtue of the preceding sentence, the Party to whom such payment obligation is attributed shall be entitled to withhold such payment until the date on which it is determined that this Agreement was not terminable by virtue of the asserted material breach giving rise to such dispute. If, as a result of such dispute resolution proceeding, it is determined that (i) the Defaulting Party did not commit such breach, (ii) such breach was not material or (iii) such breach was cured in accordance with this Section 12.3.19.4.1 (Termination for Material Breach), if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Targetthen no termination will be effective, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of and this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only will continue in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetfull force and effect.

Termination for Material Breach. (a) Either If either Party (the “Non-Breaching Party”) may terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, believes that the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted is in the performance material breach of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to then the Non-Breaching Party may deliver written notice of such Material Breach shall be limited to a termination of this Agreement with respect material breach to the applicable Selected Target, only Breaching Party specifying the nature of the breach (a “Default Notice”). The Breaching Party shall have ninety (90) days (or thirty (30) days in the country(iesevent of a payment breach) in which from the receipt of the Default Notice to cure such Material Breach was uncured by CELGENE with respect breach or to dispute the obligations allegation of CELGENE under this Agreementbreach; provided that if any breach other than a payment breach is not reasonably curable within such Material Breach ninety (90) day period and if the Breaching Party is making a bona fide effort to cure such breach, then such termination shall be delayed for a time period to be agreed by CELGENE is both Parties, not to exceed an additional ninety (90) days, in order to permit the Breaching Party a Material Breach as reasonable period of time to cure such breach. If the EU taken as a wholeBreaching Party fails to cure such breach within the applicable cure period, EPIZYME then the Non-Breaching Party may terminate this Agreement in its entirety by giving the Breaching Party written notice of termination, which termination shall be effective immediately upon the Breaching Party’s receipt of such notice of termination. (b) If the Breaching Party disputes in good faith the existence or materiality of a breach specified in a Default Notice [exception redacted] or disputes any allegation that the Breaching Party failed to cure or remedy such breach [exception redacted], and the Breaching Party commences (by filing a request for arbitration and paying the required filing fee) and pursues arbitration in good faith in accordance with respect to the entire EU with respect to Article 15 during the applicable Selected Targetcure period above,, then the Non-Breaching Party shall not have the right to terminate this Agreement under this Section 14.2 unless and until an arbitral panel, in accordance with Article 15, has determined that the Breaching Party has materially breached this Agreement. Upon a determination by an arbitral panel that the Breaching Party is in material breach of the Agreement, the Non-Breaching Party may terminate this Agreement by giving the Breaching Party written notice of termination, which termination shall be effective immediately upon the Breaching Party’s receipt of such notice of termination. For clarity, except as otherwise set out herein, during the pendency of such dispute, the applicable cure period will be tolled, all the terms of this Agreement will remain in effect, and the Parties will continue to perform all of their respective obligations hereunder.

Termination for Material Breach. If either Party has materially breached this Agreement (a) Either the “Breaching Party”), then the other Party (the “Non-Breaching Party”) may terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance deliver notice of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided material breach to the Breaching Party by the Non-Breaching Party, which notice shall describe such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 breach in reasonable detail and shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event state the Non-Breaching Party’s right intention to termination shall be suspended only if and for so long as terminate this Agreement pursuant to this Section 11.4 (A) a “Default Notice”). If the 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 Party fails to cure such breach within [****]after receipt of the Default Notice (provided that if such cure cannot reasonably be achieved within 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 [****] (i.e. for a maximum cure period of [****])), then the Non-Breaching Party a may terminate this Agreement upon written plan that is reasonably calculated notice to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits 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 and does carry out such planSection 12.7; provided however that, unless otherwise mutually agreed by subject to Section 11.6, during the pendency of such 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. 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 plan or material breach within [****] (as such cure period may be extended to up to one hundred [****] as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.111.4) after such Adverse Ruling (or such longer period as established by the courts in such final determination), if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, then the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party’s termination right pursuant . Notwithstanding the foregoing, in the event that the material breach of this Agreement solely relates to a given Program(s) or a given Product(s), then this Section 12.3.1 Agreement may only be terminated with respect to such Material Breach shall be limited to a termination of Programs(s) or Product(s), as applicable, and this Agreement will remain in full force and effect with respect to such Selected Target. Furtherall other Programs or all other Products, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetapplicable.

Termination for Material Breach. Upon (ai) Either any material breach of this Agreement by Company or (ii) any material breach of this Agreement by Licensee (the Party so allegedly breaching being the “Breaching Party”), the other Party (the “Non-Breaching Party”) may will have the right, but not the obligation, to terminate this Agreement in its entirety by providing [***] written notice to the Breaching Party in the case of any other material breach, which notice will, in each case (A) expressly reference this Section 12.3(a), (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 cured within the applicable cure period. Notwithstanding the foregoing, (1) if such material breach, by its nature, is curable, but is not reasonably curable within the applicable cure period, then such cure period will 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 will exceed [***] without the written consent of the Non-Breaching Party; and (2) if the Breaching Party disputes (x) whether it has materially breached this Agreement, (y) in its entirety if during whether such material breach is reasonably curable within the Option Term (and with respect to CELGENE, at any time during the Term)applicable cure period, or (z) on a Selected Target-by-Selected Target basis if after whether it has cured such material breach within the Option Termapplicable cure period, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by dispute will be resolved pursuant to ARTICLE XIII, and this Agreement hereunder may not be terminated during the Option Term, or (B) materially breached or defaulted in the performance pendency of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breachdispute resolution procedure. Subject to Section 12.3.2, any such The termination of this Agreement under this Section 12.3.1 shall will become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) notice period unless the Breaching Party has cured cures such Material Breach prior to the expiration of breach during such cure notice period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Effortsprovided, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to however, that the Non-Breaching Party a written plan that is reasonably calculated to effect a curemay, (B) such plan is reasonably acceptable by notice to the Non-Breaching Party, and (C) the Breaching Party commits designate a later date for such termination in order to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension facilitate an orderly transition of the Non-Breaching Party’s right activities relating to terminate extend beyond [**] days after the original cure periodLicensed Products. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target.

Termination for Material Breach. (a) Either Party (the “Non-Breaching Party”) may terminate this Agreement (y) in its entirety if during in the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, event the other Party (the “Breaching Party”) shall have (A) has materially breached this Agreement, and such material breach has not been cured within [***] (or defaulted [***] in the performance case of its obligations in a manner an undisputed failure to make any payment due and payable under this Agreement) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided that fundamentally frustrates if the transactions contemplated by breach relates solely to TAK-228 Products or solely to TAK-659 Products, then the Non-Breaching Party will have the right to terminate this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder solely with respect to a Selected Target all TAK-228 Products or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates all TAK-659 Products, as applicable (such applicable Products, and the transactions contemplated by this Agreement with respect to Program Molecules within such Selected TargetProducts, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material BreachTerminated Products”), and such Material Breach shall will not have continued for [**] days (or, the right to terminate this Agreement in the case of a Material Breach with respect to payment, [**] days) after its entirety. The written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breachmaterial breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Subject to Section 12.3.2, any such Any termination of this Agreement under pursuant to this Section 12.3.1 8.2.1 shall immediately become effective at the end of such [**] day (or [**] daythe Cure Period, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) unless the Breaching Party has cured such Material Breach material breach prior to the expiration of such cure period; Cure Period, or (ii) , if such Material Breach material breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable EffortsCure Period, in which event then the Non-Breaching Party’s right to of termination shall be suspended only if and for so long as (A) the Breaching Party has provided provides to the Non-Breaching Party a written plan during the Cure Period that is reasonably calculated to effect a curecure of such material breach, (B) such plan is reasonably acceptable to accepted by the Non-Breaching PartyParty (such acceptance not to be unreasonably withheld, conditioned, or delayed), and (C) the Breaching Party commits to and does carry carries out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond . [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target.*]

Termination for Material Breach. Upon any material breach of this Agreement by a Party (a) Either the “Breaching Party”), the other Party (the “Non-Breaching Party”) may will have the right, but not the obligation, to terminate this Agreement (y) in its entirety if during the Option Term (and with respect upon written notice of termination to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner , provided that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and termination will not be effective if such Material Breach shall have continued for breach has been cured within [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party has been given by the Non-Breaching Party, such notice describing the alleged Material Breach. Subject Party to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior of the applicable breach, and, further provided that, the Non-Breaching Party may, by notice to the expiration Breaching Party, designate a later date for such termination in order to facilitate an orderly transition of activities relating to all Products for the GSK Territory. Any such notice of breach will, in each case, (a) expressly reference this Section ‎10.3; (b) reasonably describe the alleged breach which is the basis of such cure periodnotice; or and (iic) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event clearly state the Non-Breaching Party’s right intent to termination shall terminate this Agreement if the alleged breach is not cured within the applicable cure period. Notwithstanding the foregoing, (i) if such material breach, by its nature, is curable, but is not reasonably curable within the applicable cure period, then such cure period will be suspended only extended if and for so long as (A) the Breaching Party has provided provides a written plan for curing such breach to the Non-Breaching Party a and uses Commercially Reasonable Efforts to cure such breach in accordance with such written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by that no such extension will exceed [***] without the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension consent of the Non-Breaching Party’s right ; and (ii) if the Breaching Party disputes that it has materially breached this Agreement, the dispute will be resolved pursuant to terminate extend beyond [**] days after ‎Article 12. Notwithstanding the original foregoing, if the Breaching Party disputes, acting reasonably and in good faith, the existence, materiality, or failure to cure of any such breach that is not a payment breach, and provides notice to the Non-Breaching Party of such dispute within the relevant cure period. (b) The , the Non-Breaching Party will not have the right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in accordance with this Section 12.3.1 shall not ‎10.3, unless and until the relevant dispute has been resolved. Any such dispute will be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan resolved pursuant to Section 3.2 with respect to the applicable Selected Targetdispute resolution procedure set forth in ‎Article 12. It is understood and acknowledged that during the pendency of such dispute, all the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination terms and conditions of this Agreement with respect will remain in effect and the Parties will continue to such Selected Targetperform all of their respective obligations hereunder. Further, with respect notwithstanding any provision to any Material Breach by CELGENE of its obligations under the contrary set forth in this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Targetextent a material breach involves the failure to make a payment when due, only in the country(ies) in which such Material Breach was uncured breach must be cured within [***] after written notice thereof is given by CELGENE with respect Arrowhead to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected TargetGSK.

Termination for Material Breach. (a) Either If either Party (the “Non-Breaching Party”) may terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, believes that the other Party (the “Breaching Party”) shall is in material breach of this Agreement, the Non-Breaching Party may deliver written notice of such material breach to the Breaching Party. If the breach is curable, the Breaching Party will have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days following its receipt of such written notice to cure such breach (orexcept to the extent such breach involves the failure to make a payment when due, in the case of a Material Breach with respect to payment, which breach must be cured within [**] days) after following its receipt of such written notice thereof was provided to notice). If the Breaching Party by the Non-Breaching Party, fails to cure such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of breach within such [**] day (or [**] dayperiod, as applicable) cure period, unless, to or the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach breach is not susceptible subject to cure within such cure period even with the use of Commercially Reasonable Effortscure, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (Aa) the Breaching Party has provided to the Non-Breaching Party a may terminate this Agreement by providing written plan that is reasonably calculated notice to effect a curethe Breaching Party, in which case, this Agreement will terminate on the date on which the Breaching Party receives such written notice or (Bb) such plan is reasonably acceptable to if the Non-Breaching Party is Vertex, Vertex may elect to exercise the alternate remedy provisions set forth in Section 9.3; provided, however, that if (i) the relevant breach (A) does not involve the Breaching Party’s failure to make a payment when due and (B) is curable, but not reasonably curable within [**], and (Cii) the Breaching Party commits is making a bona fide effort to and does carry out cure such plan; provided however thatbreach, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement or Vertex’s right (as the Non-Breaching Party) to elect to exercise the alternate remedy provisions set forth in its entirety, or Section 9.3 on a Selected Target basis, account of such breach will be suspended for so long as provided in this Section 12.3.1 shall not be affected in any way by the Breaching Party is continuing to make such Party’s waiver or failure bona fide effort to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, cure such breach and if the applicable Material Breach such breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Targetsuccessfully cured, the Non-Breaching Party’s termination Party will no longer have the right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect or Vertex (as the Non-Breaching Party) will no longer have the right to elect to exercise the entire EU with respect to the applicable Selected Targetalternate remedy provisions set forth in Section 9.3 on account of such breach.

Termination for Material Breach. Amgen Contract No. [***] xliii 11.3.1 If a Party determines that the other Party has materially breached this Agreement, such non-breaching Party will have the right to give such breaching Party written notice specifying the nature of the breach. 11.3.2 If such material breach is not reasonably cured within ninety (a90) Either days of delivery of notice in accordance with Section 11.3.1 (provided the time period for curing breaches regarding a failure to pay any amounts hereunder shall be no more than [***]), then the non-breaching Party (will be entitled, by providing written notice to the “Non-Breaching Party”) may breaching Party and without prejudice to any other rights available to it by Applicable Law or in equity, to terminate this Agreement (y) in its entirety if during the Option Term (and with respect by written notice to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party effective immediately upon receipt; provided, however, that the breaching Party is undertaking Commercially Reasonable Efforts to cure such breach during such ninety (90) day period but such breach is not reasonably able to be cured within such ninety (90) days after receipt of written notice thereof, then the “Breaching Party”) breaching Party shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for an additional [***] days (orto effect such cure, in provided that the case of a Material Breach with respect breaching Party is undertaking Commercially Reasonable Efforts to payment, cure such breach during such additional [***] days) after written notice thereof was period and shall have provided to the Breaching Party by the Nonnon-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching breaching Party a written plan that is reasonably calculated intended to effect cure such breach within such additional period. Notwithstanding the foregoing, in the event of a curegood faith dispute as to whether a material breach by a Party has occurred, (B) the foregoing cure period with respect thereto will be tolled pending final resolution of such plan is reasonably acceptable dispute in accordance with the terms of this Agreement; provided, however, if such dispute relates to payment, such tolling of the Non-Breaching Partycure period will only apply with respect to payment of the disputed amounts, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breachundisputed amount. Notwithstanding the foregoing provisions Termination of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right Agreement pursuant to this Section 12.3.1 with respect 11.3 is without prejudice to such Material Breach shall be limited to a termination of any other rights and remedies conferred on the terminating party by this Agreement with respect to such Selected Target. Further, with respect to any Material Breach or by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected TargetApplicable Law.

Termination for Material Breach. (a) Either Party (the “Non-Breaching breaching Party”) may may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, event the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance any of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by under this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach material breach or default shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching breaching Party, such notice describing with particularity and in detail the alleged Material Breachmaterial breach. Subject to Section 12.3.2, any Any such termination of this Agreement under this Section 12.3.1 10.2(a) shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) unless the Breaching Party has either (i) cured any such Material Breach material breach or default prior to the expiration of such cure [***] period; or , or (ii) if such Material Breach material breach or default is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts[***] period, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has has, within such [***] period, provided to the Non-Breaching breaching Party a written plan that is reasonably calculated to effect a cure, (B) cure and such plan is reasonably acceptable to the Non-Breaching breaching Party. Where the Non-breaching Party has accepted any such plan in accordance with the preceding sentence, and (C) the Non-breaching Party may terminate this Agreement immediately upon written notice to the Breaching Party commits if the Breaching Party subsequently fails to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) . The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 10.2(a) shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breachdefault. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect anything to the applicable Selected Target, contrary herein contained Sesen shall not have the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to under this Section 10.2(a) for any action or inaction of a Sublicensee(s) if Qilu terminates the entire EU with respect to sublicense(s) during the applicable Selected Targetaforesaid [***] cure period.

Termination for Material Breach. (a) Either In the event that a Party (the “Non-Breaching Party”) may terminate commits a material breach of its overall obligations under this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by purpose of this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (Bother than payment obligations), taken as a “Material Breach”)whole, and such Material Breach shall have continued for material breach of its overall obligations is not cured within [***] days (oror such other time period as mutually agreed by the Parties), in the case or a material breach of a Material Breach with respect to payment, its payment obligations under this Agreement that is not cured within [***] days) , after such Party receives written notice thereof was provided from the 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 by the Non-Breaching breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable:. (i) Notwithstanding the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach foregoing, if a material breach is not susceptible to cure within such the cure period even with specified in Section 14.2(a), the use of Commercially Reasonable Efforts, in which event the Nonnon-Breaching breaching Party’s right to of termination shall be suspended only if if, and for so long as as, (Ai) the Breaching breaching Party has provided to the Nonnon-Breaching breaching Party a written plan that is reasonably calculated to effect a cure, (Bii) such plan is reasonably acceptable to the Nonnon-Breaching Party, breaching Party and (Ciii) the Breaching breaching Party commits to and does carry out such plan; provided however provided, however, that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c)plan, in no event shall such suspension of the Nonnon-Breaching breaching Party’s right to terminate extend beyond [***] days after the original cure period. (bii) The right of 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 other Party’s right to terminate this Agreement shall be tolled for so long as such dispute resolution procedures are being pursued by the allegedly breaching Party in its entiretygood faith and, or on a Selected Target basisif it is finally and conclusively determined that the allegedly breaching Party is in material breach, as 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 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target14.2(a).

Termination for Material Breach. (a) Either Party (the “Non-Breaching Party”) may terminate this Agreement (y) in its entirety if during in the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, event the other Party (the “Breaching Party”) shall have (A) has materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to the Vaccine in such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”)country, and such Material Breach shall have continued for material breach has not been cured within [***] days (or, or [***] in the case of a Material Breach with respect an undisputed failure to payment, [**] daysmake any payment due and payable under this Agreement) after receipt of written notice thereof was provided to of such breach by the Breaching Party by from the Non-Breaching Party, such in each case subject to the toll set forth in Section 13.3(b) if applicable (the “Cure Period”). The written notice describing the alleged Material Breachmaterial breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Subject to Section 12.3.2, any such Any termination of this Agreement under pursuant to this Section 12.3.1 13.3(a) shall immediately become effective at the end of such [**] day (or [**] daythe Cure Period, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) unless the Breaching Party has cured such Material Breach material breach prior to the expiration of such cure period; Cure Period, or (ii) , if such Material Breach material breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable EffortsCure Period, in which event then, the Non-Breaching Party’s right to of termination shall be suspended only if and for so long as (A) the Breaching Party has provided provides to the Non-Breaching Party a written plan during the Cure Period that is reasonably calculated to effect a curecure of such material breach, (B) such plan is reasonably acceptable to accepted by the Non-Breaching PartyParty (such acceptance not to be unreasonably withheld, conditioned, or delayed), and (C) the Breaching Party commits to and does carry carries out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right 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 ARTICLE 14. Notwithstanding anything to the contrary contained in Section 13.3(a), the Cure Period for any disputed breach will toll until such Dispute is resolved pursuant to ARTICLE 14, and it is understood and acknowledged that, during the pendency of either Party to terminate such Dispute, all of the rights and licenses granted under this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action together with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination terms and conditions of this Agreement with respect shall remain in effect, and the Parties shall continue to such Selected Target. Further, with respect to any Material Breach by CELGENE perform all of its their respective obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target.

Termination for Material Breach. (a) Either This Agreement may be terminated effective immediately on a country-by-country basis by written notice by either Party (the “Non-Breaching Party”) may terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis Term if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by breaches this Agreement hereunder during the Option TermAgreement, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued which breach remains uncured for [**] days (ormeasured from the date written notice of such breach is given to the breaching Party, which notice shall 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 shall not terminate and the cure period shall be extended for such period provided in the case of a Material Breach with respect remediation plan as long as the breaching party continues to payment, use Commercially [**] days) after written notice thereof was = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Reasonable Efforts to pursue the cure as provided in such remediation plan. In the event the Parties dispute in good faith the existence of a material breach or a Party’s diligence in attempting to the Breaching Party by the Non-Breaching Partycure a material breach, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this shall not be deemed to occur unless and until such dispute has been referred for resolution in accordance with Section 12.3.1 shall become effective at 12.1.2 hereof, material breach of the end of such [**] day (Agreement or [**] day, as applicable) cure period, unless, failure to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible make diligent efforts to cure within such cure period even with the use of Commercially Reasonable Effortsbreach has been established by an arbitration thereunder and, in which event the Non-Breaching Party’s right to termination shall if such breach can be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed cured by the Parties in such plan payment of money or as set forth in Section 12.3.2(b) or (c)the taking of specific remedial actions, in no event shall such suspension of the Non-Breaching Party’s right breaching party does not pay the amount so determined to terminate extend beyond be due within [**] days after of receipt of the original cure period. (b) The right arbitration decision or otherwise diligently undertake and complete such remedial actions within the timeframe established by such arbitration decision. In the event a material breach affects only certain but not all countries in the Territory, the remedy of either Party to terminate this Agreement in its entiretytermination shall only be effective, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 country-by-country basis with respect to the applicable Selected Targetcountries as to which such material breach occurred. In the case of any uncured material breach by Microbia, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a in lieu of termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYMEForest may terminate Microbia’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect Operational Rights hereunder. Notwithstanding anything to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect contrary set forth herein but subject to the obligations of CELGENE under this Agreement; provided that if limitations set forth in Section 11.6, termination shall not be deemed to relieve a defaulting party from any liability arising from such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetdefault.

Termination for Material Breach. (a) Either If [***], then the non-breaching Party (the “Non-Breaching Party”) may terminate this Agreement (y) in its entirety if during the Option Term (and with respect deliver notice of such breach to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (stating the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”)cause, and proposed remedy if any. For all such Material Breach shall have continued for [**] days (or*], in the case of a Material Breach with respect to payment, allegedly breaching Party shall have [***] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, from such notice describing 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 alleged Material Breach. Subject breaching Party may submit, within [***] of such notice, a reasonable cure plan to Section 12.3.2, remedy such breach as soon as possible and in any such termination of this Agreement under this Section 12.3.1 shall become effective at event prior to the end of such [***] day (or period, and, upon such submission, the [***] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and automatically extended for so long as the breaching Party continues to use diligent efforts to cure such breach in accordance with CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (AI) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. 44 the Breaching Party has provided to cure plan, but for no more than [***] additional days. If [***], the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to matter shall be addressed under the Non-Breaching Partydispute resolution provisions in Article 15, and (C) the Breaching termination shall not become effective unless and until it has been determined under Article 15 that the allegedly breaching Party commits is in material breach of this Agreement and has failed to and does carry out cure such planbreach within the time periods provided in this Section 14.2(b); provided however thatthat [***], unless otherwise mutually agreed by if either Party disputes [***], the Parties agree to resolve the dispute as expeditiously as possible under Article 15, but in such plan or as set forth in Section 12.3.2(b) or (c), in no any event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond within [***] days after the original cure period. (b) The right occurrence of either Party to terminate such dispute. 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 its entirety, or on effect and the Parties shall continue to perform all of their respective obligations hereunder. A [***] shall be treated as a Selected Target basis, as provided material breach of this Agreement and notwithstanding the foregoing provisions in this Section 12.3.1 14.2(b), [***] shall not be affected in have [***] days to cure any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1breach [***]; provided that, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to government or regulatory action (or inaction) prevents [***] within such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target[***] day period, the Non-Breaching Party’s termination right pursuant Parties shall discuss in good faith to this Section 12.3.1 with respect to extend such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target[***] day period.

Termination for Material Breach. (a) Either Subject to Section 11.5(b), a Party may terminate this Agreement entirely or with respect to a Product upon written notice specifying a date of immediate or future effectiveness if the other Party has materially breached this Agreement (provided that, if such material breach relates only to a Product, then the Party’s right to terminate is limited to such Product), and such breach is not cured by that Party [***] of [***] of such breach and the non-breaching Party’s intent to terminate; provided that if such breach is not susceptible of cure within such period and the Party in breach uses diligent good faith efforts to cure such breach, the stated period will be extended by an additional [***]. (b) If an alleged material breach pertains to a failure to exercise Commercially Reasonable Efforts, the following process will apply: (i) If a Party believes that the other Party is not exercising Commercially Reasonable Efforts with respect to a Product or as otherwise required under this Agreement, that Party (the “Non-Breaching Alleging Party”) may terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, notify the other Party (the “Alleged Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect writing as to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for what [***] days (or, in for the case of a Material Breach with respect to payment, [***] days) after written notice thereof was provided to [***] its obligations to exercise such Commercially Reasonable Efforts, taking into account any [***] undertaken by the Alleged Breaching Party by to date in relation to such obligations. Within [***] of receipt of such notice, the Non-Alleged Breaching PartyParty must either: (1) inform the Alleging Party that it agrees that such expectations are reasonable, such notice describing in which case it will also provide a [***] that [***] the alleged Material Breach. Subject [***] the [***] to Section 12.3.2[***]; or (2) provide the Alleging Party with a detailed written explanation as to why the Alleged Breaching Party is [***] to [***] and [***] the [***]. (ii) If the Alleging Party is satisfied that the [***] under [***] the allegations, notwithstanding any such termination other provisions of this Agreement under this Section 12.3.1 shall become effective at to the end of such contrary, the Alleged Breaching Party [***] day (and [***] to [***] the [***] a [***]. If the Alleged Breaching Party fails to take such steps in a timely manner, the Alleging Party may [***] the [***] or [***] day, as applicable) cure period, unless, to the extent such Material Breach is curable: [***] by [***] (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by if the Parties in such plan or as set forth in Section 12.3.2(b) or (c)[***] to [***] relates only to a Product, in no event shall such suspension of the Non-Breaching Alleging Party’s right to terminate extend beyond is limited to such Product). (iii) If the Alleging Party is [***] days after that the original cure period. (b[***] provided under Section 11.5(b)(i)(1) The right of either Party to terminate this Agreement in its entiretyresolves the allegations, or on a Selected Target basisif the Alleged Breaching Party provides notice under Section 11.5(b)(i)(2), as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure the Alleging Party may, acting reasonably, [***] the [***] to take action with respect to any previous Material Breach. Notwithstanding [***] the foregoing provisions of this Section 12.3.1[***] and, if necessary, [***] in [***] with [***] to determine whether the applicable Material Breach is a breach by either Party of [***] has [***] its obligation [***] to use Commercially Reasonable Efforts and/or whether any [***] provided under [***], if implemented, would [***] any [***] to perform [***] such [***]. (iv) If the activities assigned matter is referred to [***] and following such [***]: (1) it is determined that the Alleged Breaching Party has [***] its [***] to exercise [***], no [***] shall be taken with respect to such [***]; (2) it is determined that the Alleged Breaching Party has [***] its [***] to exercise such [***] and the [***] provided under [***] (if any) [***] the Development Plan pursuant [***], the [***] shall take [***] and [***] to Section 3.2 [***] the [***] in a timely manner; provided however that if the Alleged Breaching Party [***] to [***] such [***] in a timely manner, the [***] may terminate the Agreement entirely or with respect to the applicable Selected Targetrelevant Product by immediate written notice (provided that, if the failure to exercise Commercially Reasonable Efforts relates to a Product, the Non-Breaching Alleging Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be terminate is limited to a termination of this that Product); (3) it is determined that the Alleged Breaching Party has [***] its [***] to exercise [***] and either [***] was provided under [***], or the [***] provided under that [***] does [***] the [***], the Alleging Party may terminate the Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement entirely or with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured relevant Product by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target.immediate written

Termination for Material Breach. (a) Either Except as specifically stated herein, either Party (the “Non-Breaching breaching Party”) may terminate this Agreement (y) at anytime during the Term in its entirety if during in the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, event the other Party (the “Breaching Party”) shall have (A) has materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] material breach has not been cured within ninety (90) days (or, in the case after receipt of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to of such breach by the Breaching Party by from the Non-Breaching PartyParty (the “Cure Period”); provided however that upon the Payment Cap being achieved, such Licensor will no longer be able to terminate this Agreement, for any reason. The written notice describing the alleged Material Breachmaterial breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Subject to Section 12.3.2, any such Any termination of this Agreement under pursuant to this Section 12.3.1 14.04 shall become effective at the end of such [**] day (or [**] daythe Cure Period, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) unless the Breaching Party has cured any such Material Breach material breach prior to the expiration of such cure period; Cure Period or (ii) , if such Material Breach material breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable EffortsCure Period, in which event then, the Non-Breaching Party’s right to of termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a curecure of such material breach, (B) such plan is reasonably acceptable accepted by the Non-Breaching Party (such acceptance not to be unreasonably withheld, conditioned, or delayed), and the Breaching Party commits to and carries out such plan as provided to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) . The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 14.04 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous Material Breachbreach under this Agreement. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect anything to the applicable Selected Targetcontrary, the Cure Period for any dispute (the “Dispute”) will run from the date that written notice, containing the required description of such material breach, was first provided to the Breaching Party by the Non-Breaching Party’s termination right Party through the resolution of such Dispute pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to Article XV, and it is understood and acknowledged that, during the pendency of a termination dispute, all of the terms and conditions of this Agreement with respect shall remain in effect, and the Parties shall continue to such Selected Target. Further, with respect to any Material Breach by CELGENE perform all of its their respective obligations under this Agreement, EPIZYME’s termination right . Any payments that are made by one Party to the other Party pursuant to this Section 12.3.1 with respect to such Material Breach Agreement pending resolution of the Dispute shall be limited promptly refunded if it is determined pursuant to a termination of this Agreement with respect Article XV that such payments are to be refunded by one Party to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetother Party.

Termination for Material Breach. (a) Either Party (the “Non-Breaching Party”) may terminate If either Acadia or Stoke is in material breach of this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option TermAgreement, the other non-breaching Party (may give written notice to the “Breaching Party”) shall have (A) materially breached or defaulted in breaching Party specifying the performance claimed particulars of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”)breach, and in such Material Breach shall have continued for event, if the breach is not cured within [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, receipt of such notice describing the alleged Material Breach. Subject to Section 12.3.2(provided that if any breach, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of other than a payment breach, is not reasonably curable within such [***] day (or cure period, then such cure period will be extended for an additional period of up to [***] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such for a total cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after *]), the original cure period. (b) The non-breaching Party shall have the right of either Party thereafter to terminate this Agreement in its entirety, or on a Selected Target basis, as entirety with immediate effect by giving written notice of such termination to the breaching Party; provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action that with respect to any previous Material Breach. Notwithstanding the foregoing provisions of (i) a Licensed Product, Stoke shall be permitted to terminate this Agreement pursuant to this Section 12.3.1, 15.4(a) (and only after completion of the process set forth in Section 15.4(a)(i) if the applicable Material Breach is invoked) solely as a breach by either Party result of its obligation (A) Acadia’s material failure to make timely payments to Stoke or (B) Acadia’s material failure to use Commercially Reasonable Efforts to perform Develop or Commercialize the activities assigned relevant Licensed Product and (ii) a SYNGAP1 Co-Co Product, each Party shall be permitted to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right terminate this Agreement pursuant to this Section 12.3.1 with respect 15.4(a) (and only after completion of the process set forth in Section 15.4(a)(i) if invoked) solely as a result of (A) a Party’s material failure to make timely payments to the other Party or (B) a Party’s material failure to use Commercially Reasonable Efforts to Develop or Commercialize the relevant SYNGAP1 Co-Co Product, and in each case ((i) and (ii) above) including a failure to timely cure during the time periods set forth this Section 15.4(a) (and only after completion of the process set forth in Section 15.4(a)(i) if invoked), and for no other reason. Notwithstanding the foregoing: (i) if the allegedly breaching Party disputes in good faith the existence, materiality or cure of the applicable material breach and provides written notice of such Material Breach shall dispute to the other Party within [***] after receipt of notice of the applicable material breach or notice of termination, as applicable, then the matter will be limited to a addressed under the dispute resolution provisions in Section 17.4 and the termination will not become effective unless and until it has been finally determined under Section 17.4 that the allegedly breaching Party is in material breach of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this AgreementAgreement and has failed to cure the same (which cure period shall commence following such final determination). During the pendency of such a dispute, EPIZYME’s termination all of the terms of this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder; and, (ii) If a Party is the breaching Party, and such material breach is limited to one or more Programs, Products or countries, the non-breaching Party shall only have the right pursuant to terminate this Section 12.3.1 Agreement solely with respect to each such Material Breach shall be limited Program, Product or country to a termination of this Agreement with respect to which the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetmaterial breach relates.

Termination for Material Breach. (a) Either Subject to the terms set forth below in this Section 15.2, a Party (the “Non-Breaching breaching Party”) may shall have the right to terminate this Agreement (y) for cause in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), whole or (zin the discretion of the Non-breaching party) on a Selected Target-by-Selected Target basis for one or more Collaboration Compounds, Products or countries, if after the Option Term, the other Party (the “Breaching Party”) commits a material breach. The Non-breaching Party shall provide written notice to the Breaching Party, which notice shall clearly identify the material breach, the intent to so terminate and the actions or conduct that it considers to be an acceptable cure of such material breach. The Breaching Party shall have a period of thirty (A30) materially breached days (or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or sixty (B60) materially breached or defaulted in the performance of its obligations hereunder days with respect to a Selected Target breach relating to a Product for which a Phase III Clinical Trial has been initiated) after receipt of the written notice of material breach to cure such breach if such breach is capable of cure. If the material breach is subject to cure and is not cured within such thirty (30) (or Licensed sixty (60)) day period, the Non-breaching Party may terminate this Agreement upon fifteen (15) days written notice, provided that: (a) If BI is the Breaching Party, and the breach relates to the Development or Commercialization of one or more specific Collaboration Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates and does not materially impact the transactions contemplated performance by BI of obligations under this Agreement with respect to such Selected Targetother Collaboration Compounds and Products, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach Zealand Pharma shall have continued for [**] days (or, in the case of a Material Breach with respect only be entitled to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU Collaboration Compounds or Products the Development or Commercialization of which is impacted by BI’s [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the applicable Selected Targetomitted portions. breach, and the Agreement shall remain in full force and effect as to the other Collaboration Compounds and Products then under Development or Commercialization by BI; (b) Zealand Pharma may not claim as a breach a failure by BI to meet its obligations with respect to the Development or Commercialization of a Collaboration Compound or a Product if BI (i) is actively pursuing the Development or Commercialization of one or more other Collaboration Compounds or Products, and (ii) BI reasonably concludes that the Development or Commercialization of the first Collaboration Compound or Product could materially and adversely impact the Development or Commercialization of one or more of the other Collaboration Compounds or Products or is otherwise inconsistent with (i) during the Development phase, its portfolio management strategy for Products licensed under this Agreement, and (ii) after First Commercial Sale of a Product, its cardiometabolic portfolio management strategy, determined in good faith and without limitation on the diligence requirements of this Agreement; (c) The termination shall only be effective if and when either the terminated Party consents to the termination or the terminating Party obtains a preliminary or final arbitral award under the procedures set forth in Section 18.1.2 confirming that the terminating Party has a proper basis for exercising its right of termination; (d) If Zealand Pharma is the Breaching Party, and BI concludes that the breach makes continued collaboration between the Parties as to the Development and Commercialization of Collaboration Compounds and Products impossible or inappropriate, BI may elect, in lieu of termination (and as its sole remedy for such breach), the following remedies: (i) Any BI Confidential Information transferred by BI to Zealand Pharma pursuant to this Agreement shall be promptly returned by Zealand Pharma to BI, except that Zealand Pharma may retain one (1) copy for legal record keeping requirements and for purposes of exercising any of its rights under this Agreement; (ii) Zealand Pharma’s rights with respect to the Co-Promotion options under Section 7.2 shall terminate; (iii) If still in place, the JPT, the JRC and the Program Steering Committee shall be dissolved; [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. (iv) All further Development of Collaboration Compounds and Products shall be in BI’s sole discretion and Zealand Pharma’s rights to obtain licenses for itself and Third Parties under Sections 6.1, 6.5 and 8.2 shall terminate (without limitation on license rights previously granted under such provisions, which shall survive); (v) BI shall retain all of its licenses and other rights hereunder, subject to all of its milestone and royalty payment obligations; and (vi) Except as provided in this clause (d), the Agreement shall remain in full force and effect; provided, however, that BI shall only be entitled to exercise this alternative remedy it and when BI obtains a preliminary or final arbitral award under the procedures set forth in Section 18.1.2 confirming that BI has a proper basis for exercising its rights under this clause (d).

Termination for Material Breach. Upon (a) Either any material breach of this Agreement by the Company or (b) any material breach of this Agreement by Pfizer (the Party so allegedly breaching being the “Breaching Party”), the other Party (the “Non-Breaching Party”) may will have the right, but not the obligation, to terminate this Agreement in its entirety by providing [***] written notice to the Breaching Party in the case of any other material breach, which notice will, in each case (i) expressly reference this Section 9.2.1, (ii) reasonably describe the alleged 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 breach is not cured within the applicable cure period. Notwithstanding the foregoing, (1) if such material breach, by its nature, is curable, but is not reasonably curable within the applicable cure period, then such cure period will 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 will exceed [***] without the written consent of the Non-Breaching Party; and (2) if the Breaching Party disputes (x) whether it has materially breached this Agreement, (y) in its entirety if during whether such material breach is reasonably curable within the Option Term (and with respect to CELGENE, at any time during the Term)applicable cure period, or (z) on a Selected Target-by-Selected Target basis if after whether it has cured such material breach within the Option Termapplicable cure period, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by dispute will be resolved pursuant to Article 11, and this Agreement hereunder may not be terminated during the Option Term, or (B) materially breached or defaulted in the performance pendency of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breachdispute resolution procedure. Subject to Section 12.3.2, any such The termination of this Agreement under this Section 12.3.1 shall will become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) notice period unless the Breaching Party has cured cures such Material Breach prior to the expiration of breach during such cure notice period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Effortsprovided, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to however, that the Non-Breaching Party a written plan that is reasonably calculated to effect a curemay, (B) such plan is reasonably acceptable by notice to the Non-Breaching Party, and (C) the Breaching Party commits designate a later date for such termination in order to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension facilitate an orderly transition of the Nonactivities relating to Opted-Breaching Party’s right to terminate extend beyond [**] days after the original cure periodIn Products. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target.

Termination for Material Breach. (a) Either Except as otherwise expressly provided in Section 15.5 for breach by VFMCRP of certain diligence obligations, either Party (the “Non-Breaching Party”) may terminate this the Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on for a Selected Target-by-Selected Target basis if after the Option Term, material breach by the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued remains uncured for [***] ([***]) days (or, in the case for a material breach of a Material Breach with respect to paymentpayment obligation, [***] ([***]) days) after written notice thereof was provided to the receipt by the Breaching Party by of written notice specifying the Non-Breaching Partybreach, such notice describing the alleged Material Breach. Subject to Section 12.3.2, provided that for any such termination material breach that is not a material breach of this Agreement under this Section 12.3.1 shall become effective at the end of a payment obligation and is not curable within such [***] day (or [**] day, as applicable*]) cure day period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to that the Non-Breaching Party may not terminate this Agreement for such material breach if the Breaching Party, commencing within [***] ([***]) days after its receipt of written notice specifying the breach and continuing thereafter until such cure is effected, uses reasonable efforts to cure such breach in accordance with a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party. Notwithstanding the foregoing, if a Party commits material breach of this Agreement that is not curable, such the other Party shall have the right to terminate this Agreement immediately by written notice to such Party. (a) Following a termination by VFMCRP under this Section 15.4: (i) VFMCRP shall have the right to elect to retain all the licenses granted to VFMCRP pursuant to Section 2.1, and other rights in the Products granted to VFMCRP in the Field and in the Licensed Territory pursuant to this Agreement, in which case VFMCRP shall: (CA) continue Development of the Breaching Party commits Products; and (B) make milestone and royalty payments to Relypsa, in each case in accordance with subsection (ii) of this Section 15.4(a). If VFMCRP does not make the foregoing election, then subject to subsection (iv) of this Section 15.4(a): (1) all licenses granted to VFMCRP under this Agreement shall terminate; (2) all rights in and does carry out to the Products in the Licensed Territory shall revert to Relypsa; (3) VFMCRP shall transfer to Relypsa [***] all relevant and necessary materials, results, analyses, reports, Product Data, the URL for Product-specific websites, technology, know-how, regulatory filings, and other Information in whatever form developed, Controlled, or generated as of the effective date of such plantermination by or on behalf of VFMCRP or its Affiliates with respect to Products, but excluding [***]; and (4) [***] shall submit to any and all Regulatory Authorities in jurisdictions in which any regulatory filings have been made with respect to the Products, within [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ([***]) days after the effective date of such termination, a letter (with a copy to [***]) notifying such Regulatory Authorities of the transfer of any regulatory filings for a Product in such jurisdictions from [***]; provided however thatthat [***]. (ii) If VFMCRP elects to retain the licenses granted hereunder in accordance with the foregoing subsection (i): (A) [***]; and (B) VFMCRP shall continue to make milestone and royalty payments to Relypsa pursuant to Article 7 on Net Sales of Products in the Licensed Territory, unless otherwise mutually agreed by on a country-by-country and Product-by-Product basis until the Parties in such plan or as expiration of a period equal to a time period that would have been the Royalty Term set forth in Section 12.3.2(b7.4 for each relevant country, had the Agreement not been terminated; provided, however that royalties payable by VFMCRP shall be reduced by [***] percent ([***]%) or (c), of those otherwise due to Relypsa; provided that in no event shall such suspension the foregoing reduction, alone or together with any other reductions, credits or offsets available to VFMCRP pursuant to this Agreement, result in royalties payable to Relypsa of the Non-Breaching Party’s right to terminate extend beyond less than [***] days after percent ([***]%) of Net Sale of Products in the original cure periodLicensed Territory. (iii) In the case of any termination by VFMCRP under this Section 15.4, whether or not VFMCRP elects to retain the licenses granted hereunder, Relypsa’s exclusivity obligations under Section 2.4 shall survive for a period of [***]. (iv) All other obligations that expressly survive such termination (including obligations with respect to Information) pursuant to Section 15.8 shall survive, except VFMCRP shall [***]. (v) All licenses granted under Section 2.2(b) of this Agreement shall terminate if VFMCRP does not elect to retain the licenses granted hereunder in accordance with the foregoing subsection (i). (b) The right Following a termination by Relypsa under this Section 15.4, subject to Section 15.5: (i) All licenses granted to VFMCRP by Relypsa shall terminate; provided, however, that VFMCRP, its Affiliates or their respective permitted sublicensees shall be permitted to sell, subject to the payment of either Party applicable royalties due under Article 7, any Products in inventory (including completion for sale of any work in progress) over the [***] period following termination. (ii) All rights in and to terminate this Agreement the Products in its entiretythe Licensed Territory shall revert to Relypsa; (iii) VFMCRP shall transfer to Relypsa, [***], all relevant and necessary materials, results, analyses, reports, Product Data, technology, know-how, regulatory filings, and other Information in whatever form developed, Controlled, or generated as of the effective date of such termination by or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver behalf of VFMCRP or failure to take action its Affiliates with respect to Products, including Product Inventions but excluding Existing [***] Technology. [***] shall submit to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 and all Regulatory Authorities in jurisdictions in which any regulatory filings have been made with respect to the applicable Selected TargetProducts, within [***] ([***]) days after the Non-Breaching Partyeffective date of such termination, a letter (with a copy to [***]) notifying such Regulatory Authorities of the transfer of any regulatory filings for a Product in such jurisdictions from [***]. (iv) VFMCRP’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its exclusivity obligations under Section 2.4 shall survive for a period of [***]. [***] Certain information in this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 document has been omitted and filed separately with respect to such Material Breach shall be limited to a termination of this Agreement the Securities and Exchange Commission. Confidential treatment has been requested with respect to the applicable Selected Target, only in the country(iesomitted portions. (v) in which All other obligations that expressly survive such Material Breach was uncured by CELGENE termination (including obligations with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as Information) pursuant to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected TargetSection 15.8 shall survive.

Termination for Material Breach. (a) Either Upon any material breach of obligations under a Workplan by a Party (the “Non-"Breaching Party”") may terminate this Agreement (y) in its entirety if during the Option Term (and with respect related solely to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Termsuch Workplan, the other Party (the “"Non-Breaching Party”") shall have (A) materially breached may terminate the Technology Development Program or defaulted in the performance of its obligations in a manner that fundamentally frustrates Product Development Program for which the transactions contemplated Workplan was prepared, by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, providing [**] days) after ' written notice thereof was provided to the Breaching Party specifying the material breach. In the case of payment defaults, the Breaching Party may cure by paying all non-contested amounts during the Non-Breaching Party, such notice describing period and submitting issues regarding the alleged Material Breach. Subject remaining disputed amounts to Section 12.3.2, any such dispute resolution without termination of this Agreement under this Section 12.3.1 the Agreement. The termination shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) notice period unless the Breaching Party has cured cures such Material Breach prior to breach during such notice period. Notwithstanding the expiration of foregoing, if such cure period; or (ii) such Material Breach material breach, by its nature, is not susceptible to cure within such cure period even with the use of Commercially Reasonable Effortscurable, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to may terminate immediately. If upon the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension termination of the Non-Breaching Party’s right to Technology Development Program or a Product Development Program, no Product Development Program remains in progress and no Licensed Product is then being Commercialized under this Agreement, this Agreement shall terminate extend beyond [**] days after when the original cure periodTechnology Development Program or such Product Development Program terminates. (b) Upon any material breach of Section 2.6(c) of this Agreement by Medtronic with respect to one or more, but less than all, Major Markets for a given Target Indication, Alnylam may terminate Medtronic's license rights to Alnylam Patents under Sections 3.1(b) and 3.1(c) with respect to such Major Markets for such Target Indication by providing [**] days' written notice to Medtronic, specifying the material breach. The right termination shall become effective at the end of either the notice period unless Medtronic cures such breach during such notice period. Notwithstanding the foregoing, if such material breach, by its nature, is not curable, Alnylam may terminate immediately. Upon termination of Medtronic's license rights to Alnylam Patents under Sections 3.1(b) and 3.1(c) with respect to such Major Markets for such Target Indication, Medtronic shall have no further obligations under Section 2.6(c) with respect to such Major Markets for such Target Indication. (c) Upon any material breach of this Agreement by a Party to (the "Breaching Party") other than a material breach described in Section 8.2(a) or 8.2(b), the other Party (the "Non-Breaching Party") may terminate this Agreement in its entiretyby providing [**] days' written notice to the Breaching Party, or on a Selected Target basisspecifying the material breach. In the case of payment defaults, as provided in this Section 12.3.1 the Breaching Party may cure by paying all non-contested amounts during the notice period and submitting issues regarding the remaining disputed amounts to dispute resolution without termination of the Agreement. The termination shall not be affected in any way by become effective at the end of the notice period unless the Breaching Party cures such Party’s waiver or failure to take action with respect to any previous Material Breachbreach during such notice period. Notwithstanding the foregoing provisions of this Section 12.3.1foregoing, if the applicable Material Breach such material breach, by its nature, is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Targetnot curable, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME Party may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetimmediately.

Termination for Material Breach. (a) Either Subject to the provisions of ------------------------------- this Section 10.2, if either Party (the “Non-"Breaching Party”") may terminate this Agreement shall have committed a Material Breach and such Material Breach shall remain uncured and shall be continuing for a period of sixty (y60) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, days following receipt of notice thereof by the other Party (the “"Non-Breaching Party”) "), then, in addition to any and all other rights and remedies that may be available, the Non-Breaching Party shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by right to terminate this Agreement and/or the relevant licenses hereunder during effective upon the Option Term, or expiration of such sixty (B60) materially breached or defaulted in the performance day period. Any such notice of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such alleged Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party 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 alleged Material Breach by the Breaching Party. Any good faith dispute among the Parties as to whether a Material Breach shall have occurred or been cured shall be subject to arbitration pursuant to Section 13.2 hereof. For purposes of this Agreement, "Material Breach" shall mean the breach of or failure to perform, in a material respect, a Party's material obligations under this Agreement. Without limiting the foregoing and by way of example only, the term "Material Breach" shall be deemed to include the failure of any Party in a material respect to meet such notice describing Party's payment obligations hereunder and the alleged unlicensed development or commercialization of a Human Therapeutic Product. In the event of a Material Breach which is specific to any product being developed or commercialized by a Party hereunder, this Agreement may only be terminated with respect to the specific Human Therapeutic Product or MYRIAD Product relevant to such Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in In no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action gain Regulatory Approval for a Human Therapeutic Product, in and of itself, be deemed to constitute a Material Breach, unless such failure is a result of acts and events or conduct that is otherwise a Material Breach. The Parties acknowledge and agree that failure to exercise any right or option with respect to any previous Material Breach. Notwithstanding Gene or Interactive Protein or Human Therapeutic Product or to take any action expressly within the foregoing provisions discretion of this Section 12.3.1, if the applicable a Party hereunder shall not be deemed to constitute a Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 hereunder. Any dispute with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such existence of a Material Breach shall be limited to a termination resolved in accordance with the provisions of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected TargetArticle XIII.

Termination for Material Breach. (a) Either Party (the “Non-Breaching Party”) may may, without prejudice to any other remedies available to it under applicable Law or in equity, terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, license granted to the other Party (the “Breaching Party”) under Section 2.1 (but may, for clarity, retain the license granted to the Non-Breaching Party under Section 2.1) if the Breaching Party shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”)Agreement, and such Material Breach material breach shall have continued for [**] days (or, in the case of a Material Breach with respect to paymentpayment breach by the Breaching Party, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breachbreach. Subject to Section 12.3.2, any Any such termination of this Agreement under this Section 12.3.1 9.3 shall become effective at the end of such [**] day (]-day or [**] day, ]-day (as applicable) cure period, unless, to the extent such Material Breach is curable: (i) unless the Breaching Party has cured such Material Breach breach prior to the expiration of such cure period; or (ii) , or if such Material Breach breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), that in no event shall such suspension extension of the Non-Breaching Party’s right to terminate cure extend beyond [**] days after the expiration of the original cure period. (b) . The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 9.3 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetbreach.

Termination for Material Breach. (a) Either Party (Upon and subject to the “Non-Breaching Party”) may terminate terms and conditions of this Section 19.5, this Agreement (y) in its entirety if during the Option Term (and shall be terminable by a Party on a product-by-product basis with respect to CELGENE, at any time during the Term)entire Territory for a particular IL-1 Product, or (z) on a Selected Targetcountry-by-Selected Target country basis with respect to any particular Co-Promotion Country, Co-Branding Country or Co-Marketing Country, upon written notice to the other Party, (i) with respect to the entire Territory for a particular IL-1 Product, if after the Option Term, the other Party (commits a material breach of this Agreement that is material to the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions Parties' collaboration with respect to such IL-1 Product as contemplated by this Agreement hereunder during the Option Termtaken as a whole, or (Bii) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target particular Co-Promotion Country, Co-Branding Country or Licensed Compounds or Licensed Products Directed to Co-Marketing Country for a Selected Target or related Diagnostic Products in particular IL-1 Product if the other Party commits a manner that fundamentally frustrates the transactions contemplated by material breach of this Agreement that is material to the Parties' collaboration with respect to such Selected TargetIL-1 Product in such Co-Promotion Country, Licensed Compounds Co-Branding Country or Licensed Products after Co-Marketing Country, as applicable, as contemplated by this Agreement. Such notice of termination shall set forth in reasonable detail the Option Term facts underlying or constituting the alleged breach (each and specifically referencing the provisions of (A) and (B), a “Material Breach”this Agreement alleged to have been breached), and the termination which is the subject of such Material Breach notice shall be effective ninety (90) days after the date such notice is given unless the breaching Party shall have continued for [**] days 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 diligent efforts to cure such breach, in which event if such breach has not been cured, such termination shall be effective on the earlier of the expiration of such one hundred eighty (180) day period or such time as the breaching party ceases to use diligent efforts to cure such breach). Notwithstanding the foregoing, in the case of breach of a Material Breach with respect payment obligation hereunder, the ninety (90) day period referred to payment, [**] daysin the immediately preceding sentence shall instead be thirty (30) after written notice thereof was provided to days (and the Breaching Party by immediately preceding parenthetical clause in the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 immediately preceding sentence shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breachapply). Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target.As

Termination for Material Breach. (a) Either Party (the “Non-Breaching Party”) may terminate this Agreement at any time in the event of a material breach of this Agreement by the other Party which remains uncured after thirty (y30) in its entirety if during days written notice thereof to the Option Term (and other Party; provided that the cure period with respect to CELGENE, at any time during [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] shall be the Term), or later of [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] days from (zi) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] for such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] provided for herein and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in ii) the case of a Material Breach with respect date on which AOLTW delivers notice to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end Genuity of such [**] day MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]. If AOLTW (or [**] day, as applicableits applicable subsidiary) cure period, unless, terminates any Advertising Agreement due to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a an uncured material breach by either Party Genuity of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party it's obligations under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this any Advertising Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations or under this Agreement, EPIZYME’s termination right pursuant Genuity shall remain liable for all payments hereunder and thereunder; provided that breach by Genuity of any Advertising Agreement shall not be deemed a breach of any other agreement between the Parties. If Genuity terminates this Agreement or any specific Advertising Agreement due to this Section 12.3.1 with respect an uncured material breach by AOLTW or the relevant AOLTW subsidiary of such agreement, respectively, then Genuity shall only be liable under such applicable agreement to such Material Breach pay AOLTW or the relevant subsidiary for the media inventory actually used by Genuity thereunder up to the date of termination, unless otherwise agreed by Genuity; provided that breach by AOLTW or the relevant AOLTW subsidiary of any [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] shall not be limited to [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] a [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] of [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] between the parties (e.g., without limitation, breach by AOLTW of any [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] shall not be [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] a [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] of [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]); provided further that, in the event of a termination of this any specific Advertising Agreement in accordance with respect its terms (a "Terminated Ad Agreement") for the material breach by AOLTW or the relevant AOLTW subsidiary, Genuity and AOLTW shall enter into [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] for the [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] (i.e., [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]), which is [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] on an [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] on a [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT CONFIDENTIAL TREATMENT REQUESTED EXHIBIT 10.42 TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] of [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] (such as [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] and/or [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT]) to [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] any [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] that would have been [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] under such Terminated Ad Agreement but [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT] as of the applicable Selected Targetdate of such termination within a reasonable time of Genuity's termination of the Terminated Ad Agreement (e.g., only in within [*MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT], assuming commercially reasonable good faith efforts by the country(ies) in which such Material Breach was uncured by CELGENE with respect Parties to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Targetnegotiate).

Termination for Material Breach. (a) Either Subject to the terms set forth below in this Section 15.2, a Party (the “Non-Breaching breaching Party”) may shall have the right to terminate this Agreement (y) for cause in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), whole or (zin the discretion of the Non-breaching party) on a Selected Target-by-Selected Target basis for one or more Collaboration Compounds, Products or countries, if after the Option Term, the other Party (the “Breaching Party”) commits a material breach. The Non-breaching Party shall provide written notice to the Breaching Party, which notice shall clearly identify the material breach, the intent to so terminate and the actions or conduct that it considers to be an acceptable cure of such material breach. The Breaching Party shall have a period of thirty (A30) materially breached days (or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or sixty (B60) materially breached or defaulted in the performance of its obligations hereunder days with respect to a Selected Target breach relating to a Product for which a Phase III Clinical Trial has been Initiated) after receipt of the written notice of material breach to cure such breach if such breach is capable of cure. If the material breach is subject to cure and is not cured within such thirty (30) (or Licensed sixty (60)) day period, the Non-breaching Party may terminate this Agreement upon fifteen (15) days written notice, provided that: (a) If BI is the Breaching Party, and the breach relates to the Development or Commercialization of one or more specific Collaboration Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates and does not materially impact the transactions contemplated performance by BI of obligations under this Agreement with respect to such Selected Targetother Collaboration Compounds and Products, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach Zealand Pharma shall have continued for [**] days (or, in the case of a Material Breach with respect only be entitled to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU Collaboration Compounds or Products the Development or Commercialization of which is impacted by BI’s breach, and the Agreement shall remain in full force and effect as to the other Collaboration Compounds and Products then under Development or Commercialization by BI; (b) Zealand Pharma may not claim as a breach a failure by BI to meet its obligations with respect to the applicable Selected TargetDevelopment or Commercialization of a Collaboration Compound or a Product if BI (i) is actively pursuing the Development or Commercialization of one or more other Collaboration Compounds or Products, and (ii) BI reasonably concludes that the Development or Commercialization of the first Collaboration Compound or Product could materially and adversely [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. impact the Development or Commercialization of one or more of the other Collaboration Compounds or Products or is otherwise inconsistent with (i) during the Development phase, its portfolio management strategy for Products licensed under this Agreement, and (ii) after First Commercial Sale of a Product, its portfolio management strategy, determined in good faith and without limitation on the diligence requirements of this Agreement; (c) The termination shall only be effective if and when either the terminated Party consents to the termination (such consent not to be unreasonably conditioned, delayed or denied) or the terminating Party obtains a preliminary or final arbitral award under the procedures set forth in Section 18.1.2 confirming that the terminating Party has a proper basis for exercising its right of termination; (d) If Zealand Pharma is the Breaching Party, and BI concludes that the breach makes continued collaboration between the Parties as to the Development and Commercialization of Collaboration Compounds and Products impossible or inappropriate, BI may elect, in lieu of termination (and as its sole remedy for such breach), the following remedies: (i) Any BI Confidential Information transferred by BI to Zealand Pharma pursuant to this Agreement shall be promptly returned by Zealand Pharma to BI, except that Zealand Pharma may retain one (1) copy for legal record keeping requirements and for purposes of exercising any of its rights under this Agreement; (ii) Zealand Pharma’s rights with respect to the Co-Promotion options under Section 7.2 shall terminate; (iii) If still in place, the JRC and the Program Steering Committee shall be dissolved; (iv) All further Development of Collaboration Compounds and Products shall be in BI’s sole discretion and Zealand Pharma’s rights to obtain licenses for itself and Third Parties under Sections 6.1, 6.4 and 8.2 shall terminate (without limitation on license rights previously granted under such provisions, which shall survive); (v) BI shall retain all of its licenses and other rights hereunder, subject to all of its milestone and royalty payment obligations; and [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. (vi) Except as provided in this clause (d), the Agreement shall remain in full force and effect; provided, however, that BI shall only be entitled to exercise this alternative remedy if and when BI obtains a preliminary or final arbitral award under the procedures set forth in Section 18.1.2 confirming that BI has a proper basis for exercising its rights under this clause (d).

Termination for Material Breach. (a) Either Party (Upon and subject to the “Non-Breaching Party”) may terminate terms and conditions of this Section 19.5, this Agreement (y) in its entirety if during the Option Term (and shall be terminable by a Party on a product-by-product basis with respect to CELGENE, at any time during the Term)entire Territory for a particular IL-1 Product, or (z) on a Selected Targetcountry-by-Selected Target country basis with respect to any particular Co-Promotion Country, Co-Branding Country or Co-Marketing Country, upon written notice to the other Party, (i) with respect to the entire Territory for a particular IL-1 Product, if after the Option Term, the other Party (commits a material breach of this Agreement that is material to the “Breaching Party”) shall have (A) materially breached or defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions Parties' collaboration with respect to such IL-1 Product as contemplated by this Agreement hereunder during the Option Termtaken as a whole, or (Bii) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target particular Co-Promotion Country, Co-Branding Country or Licensed Compounds or Licensed Products Directed to Co-Marketing Country for a Selected Target or related Diagnostic Products in particular IL-1 Product if the other Party commits a manner that fundamentally frustrates the transactions contemplated by material breach of this Agreement that is material to the Parties' collaboration with respect to such Selected TargetIL-1 Product in such Co-Promotion Country, Licensed Compounds Co-Branding Country or Licensed Products after Co-Marketing Country, as applicable, as contemplated by this Agreement. Such notice of termination shall set forth in reasonable detail the Option Term facts underlying or constituting the alleged breach (each and specifically referencing the provisions of (A) and (B), a “Material Breach”this Agreement alleged to have been breached), and the termination which is the subject of such Material Breach notice shall be effective ninety (90) days after the date such notice is given unless the breaching Party shall have continued for [**] days 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 diligent efforts to cure such breach, in which event if such breach has not been cured, such termination shall be effective on the earlier of the expiration of such one hundred eighty (180) day period or such time as the breaching party ceases to use diligent efforts to cure such breach). Notwithstanding the foregoing, in the case of breach of a Material Breach with respect payment obligation hereunder, the ninety (90) day period referred to paymentin the immediately preceding sentence shall instead be thirty (30) days (and the immediately preceding parenthetical clause in the immediately preceding sentence shall not apply). As -76- <PAGE> used in this Section 19.5, [**] days) after written notice thereof was provided the term "material breach" shall mean a breach by a Party that substantially undermines the benefits reasonably expected to the Breaching Party be realized by the Non-Breaching Partyother Party from the collaboration hereunder, such notice describing that termination of this Agreement, and the alleged Material Breachconsequences thereof provided for herein, are appropriate and equitable remedies. Subject Notwithstanding any term or provision this Agreement, in no event will a Party's failure to provide Details, for any reason, or no reason, constitute a material breach for purposes of this Section 12.3.2, any such 19.5 or otherwise constitute a cause or basis for termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (in whole or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure periodpart. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to the applicable Selected Target, only in the country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the EU taken as a whole, EPIZYME may terminate this Agreement with respect to the entire EU with respect to the applicable Selected Target.