Common use of Termination for Material Breach Clause in Contracts

Termination for Material Breach. Either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such Party.

Termination for Material Breach. Either If either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or defaulted in the performance more of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant its material obligations under this Agreement, and then the nonNon-breaching Breaching Party may deliver notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach of one or more of its material obligations under this Agreement, then if the Breaching Party fails to cure such breach within *** days after receipt of the Default Notice, or if such compliance cannot be fully achieved through diligent efforts within such *** day period but the Breaching Party has provided failed to promptly commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or if full compliance is not achieved in any event within *** days after receipt of the Default Notice, then the Non-Breaching Party may terminate this Agreement upon written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breachBreaching Party. If the breaching Breaching Party does not cure the breach before the expiration disputes that it has materially breached one or more of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach existsits material obligations under this Agreement, the dispute shall be resolved pursuant to Article 15Section 11.7. If, and no termination shall as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be effective until in material breach of one or more of its material obligations under this Agreement (an “Adverse Ruling”), then if the matter is so resolved. In Breaching Party fails to cure any breach specified by the event that either Adverse Ruling within *** days after such ruling, or if such compliance cannot be fully achieved through diligent efforts within such *** day period but the Breaching Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act has failed to promptly commence compliance or has any such petition filed against it which failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or if full compliance is not discharged achieved in any event within sixty (60) *** days of after the filing thereofAdverse Ruling, then the other Non-Breaching Party may terminate this Agreement effective immediately upon written notice to such the Breaching Party.

Termination for Material Breach. Either If either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if believes that the other Party has materially breached or defaulted is in the performance breach of any relevant its material obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreementhereunder, and then the non-breaching Party has provided written may deliver notice of such breach to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breachParty. For all breaches other than a failure to make a payment as set forth in Section 2.4 or Article 7this Agreement, the allegedly breaching Party shall have sixty (60) *** days from such notice to either dispute or cure such breach, except that in the event the breach oris a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), if cure cannot be reasonably effected within HGS shall have *** days from such sixty (60) day period, notice to deliver to the other Party a plan for curing dispute such breach that is reasonably sufficient to effect a cure within ninety (90) or *** days from such notice to cure such breach. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have *** days from the receipt of the notice of to dispute or cure such breach. If the breaching Party does not cure receiving notice of breach fails to cure, or fails to dispute, that breach within the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereofapplicable period set forth above, then the other Party originally delivering the notice of breach may terminate this Agreement effective immediately on written notice of termination to the other Party. If the allegedly breaching Party in good faith disputes such material breach or disputes the failure to cure or remedy such material breach and provides written notice of that dispute to the other Party within the applicable period set forth above, the matter will be addressed under the dispute resolution provisions in Section 14.6, and the notifying Party may not terminate this Agreement until it has been determined under Section 14.6 that the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails to cure such breach within *** days after the conclusion of that dispute resolution procedure (and such termination shall then be effective upon written notice notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall otherwise continue in full force and effect as if FivePrime had not initiated any Co-Promotion Term for any Product under Section 7.2 and the time period during which FivePrime had the right to initiate such PartyCo-Promotion Term has expired.

Termination for Material Breach. Either If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its material obligations under this Agreement (a “Material Breach”), then the Non-Breaching Party may give the Breaching Party notice of such Material Breach (a “Material Breach Notice”) specifying the nature of the breach. If the Breaching Party does not dispute that it has committed a Material Breach, then, if the Breaching Party fails to cure such breach, or fails to take steps as would be considered reasonable to effectively cure such breach, within [ * ] days after receipt of the Material Breach Notice, the Non-Breaching Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided upon written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breachBreaching Party. If the breaching Breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether disputes that it has committed a breach existsMaterial Breach, the dispute shall be resolved pursuant to Article 15Section 11.5. If, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of as a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days result of the filing thereofapplication of such dispute resolution procedures, then the other 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 Adverse Ruling to cure such breach within [ * ] days after such ruling or such longer period as specified in the Adverse Ruling, the Non-Breaching Party may terminate this Agreement effective immediately upon written notice to the Breaching Party. The right of either Party to terminate this Agreement as set forth in this Section 6.2 shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default. Notwithstanding anything to the contrary in this Section 6.2, if a Material Breach pertains only to facts relating to one or more Regions, then, pursuant to this Section 6.2, the Non-Breaching Party shall have a right to terminate this Agreement only with respect to such PartyRegion(s). The Region(s) with respect to which the Non-Breaching Party exercises its termination right pursuant this Section 6.2 are referred to as the “Terminated Region.”

Termination for Material Breach. Either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection (the “Breaching Party”) shall be in material default of any of its material obligations under bankruptcy lawsthis Agreement, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under in addition to any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement effective immediately upon in its entirety or with respect to the country or countries in the Territory to which such material default applies by *** (***) days prior written notice (the “Notice Period”) to the Breaching Party, specifying the breach and its claim of right to terminate; provided, that the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach complained about during the Notice Period (or, if such default cannot be cured within such Notice Period, if the Breaching Party commences actions to cure such default within the Notice Period and thereafter diligently continues such actions); provided, further, that in the event that Licensee is the Party in material default and the default is with respect to Licensee’s failure to use Diligent Efforts as required under this Agreement with respect to the Initial POZEN Products in a particular Major Ex-U.S. Market Country, POZEN shall have the right to terminate this Agreement only with respect to such Partycountry and not in its entirety. It is understood that termination pursuant to this Section 12.3 (Termination for Material Breach) shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages or other remedy under applicable law. If either Party initiates a dispute resolution procedure as permitted under this Agreement prior to the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, including any litigation following therefrom, the termination shall become effective only if and when such dispute is finally resolved through such dispute resolution procedure. This Section 12.3 (Termination for Material Breach) defines exclusively the Parties’ right to terminate in case of any material breach of this Agreement.

Termination for Material Breach. Either If either Party believes that the other is in breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party which notice shall clearly mention the remedies that the non-breaching Party intends to apply should the breach remain uncured. The allegedly breaching Party shall have [*] days from such notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure such breach, or fails to dispute any of the matters described in the next sentence, within such [*]-day period, then (i) if the Party originally delivering notice is Servier, then Servier may either (1) terminate this Agreement, in its entirety or on a Target-by-Target or country-by-country basis (with the EU being considered as a single country) provided however that if Servier opts for a termination on a Target-by-Target or country-by-country basis such termination shall only be possible for the country/ies and/or the Target(s) to which such breach relates, effective on written notice of termination to Miragen or (2) proceed under Section 12.6 on written notice to Miragen specifying Servier’s intent to proceed under Section 12.6 or (ii) if the Party originally delivering notice is Miragen and either (A) Servier’s uncured material breach [*], or (B) Servier’s uncured material breach [*], or (C) [*], then Miragen may terminate this Agreement, in its entirety or on a Licensed Product by Licensed Product Target-by-Target or country-by-country basis (along with the relevant Development Compound)EU being considered as a single country) provided however that if Miragen opts for a termination on a Target-by-Target or country-by-country basis such termination shall only be possible for the country/ies and/or the Target(s) to which such breach relates, effective on written notice of termination to Servier. If the allegedly breaching Party in good faith disputes such material breach or disputes the failure to cure or remedy such material breach or, if Servier is the other Party has materially breached or defaulted in the performance allegedly breaching party of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreementa material breach [*], disputes whether [*] and [*], and the non-breaching Party has provided provides written notice of that dispute to the other Party specifying within the basis for applicable period set forth above, the terminationmatter shall be addressed under the dispute resolution provisions in Section 15.7, and the notifying Party may not terminate this Agreement until it has been determined under Section 15.7 that (i) the allegedly breaching Party is in material breach of this Agreement and (ii) if [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Servier is the breaching party of a material breach [*], that [*] and [*], and such breaching Party further fails to cure such breach within [*] days after the conclusion of that dispute resolution procedure (if such dispute was concerning the existence of such material breach), and such termination shall then be effective upon written notification from the notifying Party to the breaching Party. For a failure Servier’s uncured material breach [*], if the arbitrator under Section 15.7 decides that [*] and [*] under this Agreement by reason of [*] by reason of the [*] but [*], then Servier may elect, within thirty (30) days after the arbitrator’s decision, to make a payment [*] (with respect to [*]) and [*], in which case [*]. In deciding whether [*], the arbitrator shall consider [*], including whether [*], whether [*], whether [*], whether [*] or [*], whether [*]. Notwithstanding the above, except the dispute mechanism, if [*] is in breach of its obligation to [*] or [*], then [*] terminate the Agreement [*]; provided however that for [*], [*] terminate this Agreement [*] as set forth in Section 2.4 [*] and either [*] or Article 7, [*] as set forth above in the allegedly breaching Party shall have ten (10) days to cure dispute mechanism and [*] on account of such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7the sake of clarity, the allegedly breaching Party [*] shall have sixty (60) days the right to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice Agreement, on account of [*] breach of its obligation to such Party[*] if [*].

Termination for Material Breach. Either Party may terminate In the event of any material breach of this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided may terminate this Agreement in its entirety upon thirty (30) days’ prior written notice to the other Party referencing this Section 16.2 and specifying in reasonable detail the basis for 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 termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days has commenced and diligently continued actions to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) thirty-day period, except in the case of a payment default, the cure period shall be extended to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety one hundred twenty (90120) days from receipt of the notice of breach. If days, so long as the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicableis making diligent efforts to do so. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no Such termination shall be effective until upon expiration of such cure period. Notwithstanding the matter is so resolved. In foregoing, in the event that either Party files for protection there is a good faith dispute regarding whether a payment is due to LONZA under bankruptcy lawsthis Agreement, makes an assignment for the benefit CLIENT shall pay LONZA any undisputed portion of creditorssuch payment and may, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to LONZA, pay fifty percent (50%) of the disputed portion into escrow pending resolution of such Partydispute pursuant to Section 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 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 borne by CLIENT if LONZA is determined to be entitled to the escrowed amounts, by LONZA if CLIENT is determined to be entitled to the escrowed amounts, and allocated pro rata between the Parties if LONZA is determined to be entitled to part, but not all, of the escrowed amounts.

Termination for Material Breach. Either If either Party may terminate believes that the other is in material breach of this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and then the non-breaching Party has provided written may deliver notice of such breach to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breachParty. For all breaches other than a failure to make a payment as set forth in Section 2.4 or Article 7this Agreement, the allegedly breaching Party shall have sixty (60) [***] days from such notice to either dispute or cure such breach. For any breach orarising from a failure to make a payment set forth in this Agreement, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other allegedly breaching Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) shall have [***] days from the receipt of the notice of to dispute or cure such breach. If the breaching Party does not cure receiving notice of breach fails to cure, or fails to dispute, that breach within the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereofapplicable period set forth above, then the other Party originally delivering the notice of breach may terminate this Agreement effective immediately on written notice of termination to the other Party. If the allegedly breaching Party in good faith disputes such material breach or disputes the failure to cure or remedy such material breach and provides written notice of that dispute to the other Party within the applicable period set forth above, the matter shall be addressed under the dispute resolution provisions in Section 15.6, and the notifying Party may not terminate this Agreement until it has been determined under Section 15.6 that the allegedly breaching Party is in material breach of this Agreement, and: (i) if the breach cannot be cured; or (ii) if the breach can be cured, such breaching Party further fails to cure such breach within [***] days (or, for a breach arising from a failure to make a payment set forth in this Agreement, [***] days) after the conclusion of that dispute resolution procedure, and in each case such termination shall then be effective upon written notice notification from the notifying Party to such the breaching Party. During the Initial R&D Term, any termination under this Section 12.2(b) shall solely be with respect to this Agreement in its entirety. After the Initial R&D Term, this Section 12.2(b) shall apply on a Program-by-Program basis and “a material breach of this Agreement” for purposes of this Section 12.2(b) shall mean “a material breach of this Agreement with respect to the applicable Program”.

Termination for Material Breach. Either In the event that either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if the other Party has materially breached or defaulted shall be in material breach in the performance of any relevant of its obligations under this Agreement (the “Breaching Party”), in addition to any other right and remedy the other Party (the “Complaining Party”) may have, the Complaining Party may terminate this Agreement by giving notice in writing specifying the breach and its claim of right to terminate; provided, however, that if the breach is remediable, the Breaching Party shall have ninety (90) days (or failed forty-five (45) days for any payment breach) (the “Notice Period”) to rectify the breach and termination shall become effective at the end of the Notice Period only if the Breaching Party fails to cure the breach complained about during (i) the Notice Period or, (ii) if such breach (other than any payment breach) has not been cured within such 90-day period, if the Breaching Party has commenced actions to cure such breach within the Notice Period and thereafter uses reasonable efforts to cure such breach, such longer period as is reasonably required to cure such breach, but in any event, not to exceed ninety (90) days following expiration of the Notice Period; provided further, that, if Sanofi is the Breaching Party and the breach is with respect to Sanofi’s failure to comply with its obligation to use Diligent Commercially Reasonable Efforts with respect to (x) the United States, MannKind may terminate this Agreement in its entirety, and (y) any Major Market (other than the performance United States) or […***…] Country, MannKind may terminate this Agreement only with respect to such Major Market or […***…] Country (as applicable) and not in its entirety. If the Breaching Party disputes in good faith that it has materially breached one of any relevant ***Confidential Treatment Requested 51. its obligations under this Agreement, and termination shall not take effect pending resolution of such dispute pursuant to Article 14. If, as a result of the non-breaching Party has provided written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7application of such dispute resolution procedures, the allegedly breaching Breaching Party shall have ten is determined to be in material breach of one or more of its obligations under this Agreement (10) days an “Adverse Ruling”), then if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty or forty five (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (6045) days of the filing thereoffor any payment breach) after such Adverse Ruling, then the other Complaining Party may terminate this Agreement effective immediately upon written notice to such the Breaching Party.

Termination for Material Breach. Either Party may shall have the right to terminate this Agreement, on a Licensed Product by Licensed Product basis (along with Agreement in the relevant Development Compound), if event the other Party has materially breached or materially defaulted in the performance of any relevant of its obligations under this Agreement hereunder which breach or failed to use Diligent Efforts default is material in the performance overall context of any relevant obligations under this the Agreement, and such breach has continued for [***] days after written notice thereof was provided to the breaching Party by the non-breaching Party, which clearly describes the material breach and remedies (including, for avoidance of doubt, termination of the Agreement) that the non-breaching Party has provided written notice intends to apply should the breach remain uncured. Any such termination shall become effective at the end of such [***] day period if, prior to the other expiration of the [***] day period, the breaching Party specifying has not cured any such breach or default, provided, that with respect to a breach of such Party’s Commercially Reasonable Efforts obligations to Develop or Commercialize a Compound, such cure period shall be extended for a period not to exceed an additional [***] days in the basis for event such breaching Party has, within the terminationoriginal [***] day period prepared and communicated to the non-breaching Party, a remediation plan reasonably designed to cure such breach or default within a reasonable period of time (which plan is reasonably acceptable to the non-breaching Party) and such breaching Party continues to diligently use Commercially Reasonable Efforts to implement such plan throughout such period. For a failure to make a payment set forth in Section 2.4 or Article 7, If the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, disputes the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver and provides written notice of that dispute to the other Party, the matter shall be addressed under the dispute resolution provisions in Section 17.2, and the notifying Party a plan for curing such breach may not terminate this Agreement until it has been finally determined under Section 17.2 that is reasonably sufficient to effect a cure within ninety (90) days from receipt the 126 Portions of the notice exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of breach. If the breaching Party does not cure the breach before the expiration Securities Exchange Act of ten (10), sixty (60) or ninety (90) days1934, as applicable, after receipt of the written notice specifying the basis for termination, the amended. CONFIDENTIAL TREATMENT REQUESTED Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, was materially breached as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolveddescribed above. In the event that either the breach is limited to one or more Compounds, the non-breaching Party files for protection under bankruptcy laws, makes an assignment for will have the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may right to terminate this Agreement effective immediately upon written notice solely with respect to such Partythe applicable Compound(s).

Termination for Material Breach. Either If either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if believes that the other Party has materially breached or defaulted is in the performance breach of any relevant its material obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreementhereunder, and then the non-breaching Party has provided written may deliver notice of such breach (“Breach Notice”) to the other Party. If the Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days receiving notice of breach fails to cure such breachmaterial breach within the applicable period set forth below, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the other Party. For all breaches other than a failure to make a payment as set forth in Section 2.4 or Article 7this Agreement, the allegedly breaching Party shall have sixty (60) days [ * ] from such Breach Notice to either cure such breach, provided, however, that if any breach oris not reasonably curable within [ * ] and the allegedly breaching Party is making a bona fide effort to cure such breach, if cure cannot such termination will be reasonably effected within such sixty (60) day period, delayed for a time period to deliver be agreed by both Parties in order to permit the other allegedly breaching Party a plan for curing reasonable period of time to cure such breach, not to exceed an additional [ * ]. For any breach that arising from a failure to make a payment set forth in this Agreement, the cure period will be [ * ] and such cure period will be tolled pending resolution of any bona fide dispute between the Parties as to whether such payment is reasonably sufficient due. In the event Sangamo believes Pfizer has failed to effect make a cure payment, Sangamo will provide Pfizer with written notice and both Parties will use reasonable efforts to convene their finance personnel to resolve such dispute within ninety (90) days from receipt [ * ] of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicablenotice. If the Parties cannot agree as to whether a breach exists, the resolution for such bona fide dispute shall be or such dispute is resolved pursuant to Article 15Section 12.6, and no termination any amounts due as part of such resolution shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged paid within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such Party[ * ] thereafter.

Termination for Material Breach. Either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection (the “Breaching Party”) is in material default of any of its material obligations under bankruptcy lawsthis Agreement, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under in addition to any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement effective immediately upon by [* * *] days prior written notice (the “Notice Period”) to the Breaching Party, specifying the breach and its claim of right to terminate; provided, however, that the termination will not become effective at the end of the Notice Period if the Breaching Party cures the breach. It is understood that each Party’s right to terminate 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 Partybreach within [* * *] days after receiving written notice from POZEN or (ii) if Licensee fails to perform its obligations under Sections [* * *], which [* * *], and does not cure such breach within [* * *] days after receiving written notice from POZEN; and (b) Licensee will retain the right to terminate this Agreement pursuant to this Section 13.2 (i) in the event POZEN fails to comply with its obligations under Section [* * *] and POZEN does not cure such breach within [* * *] days after receiving written notice from Licensee , or (ii) POZEN [* * *] of this Agreement and POZEN does not cure such breach within [* * *] days after receiving written notice from Licensee.

Termination for Material Breach. Either Upon and subject to the terms and conditions of this Section 19.3, this Agreement shall be terminable by a Party may terminate this Agreement, on in its entirety or for a particular Licensed Product by or particular Licensed Product basis (along with the relevant Development Compound), if the other Party has materially breached or defaulted Products in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts Field in the performance of any relevant obligations under this Agreemententire Territory, and the non-breaching Party has provided upon written notice to the other Party, if such other Party specifying the basis for the terminationcommits a material breach of its obligations under this Agreement with respect to such Licensed Product(s) as to which such notice of termination is given (or all Licensed Products if such notice of termination is with respect to this Agreement is in its entirety). For a failure to make a payment Such notice of termination shall set forth in Section 2.4 reasonable detail the facts underlying or Article 7constituting the alleged breach (and specifically referencing the provisions of this Agreement alleged to have been breached), and the allegedly breaching Party termination which is the subject of such notice shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within effective ninety (90) days from receipt of after the date such notice of breach. If is given unless the breaching Party does not cure the shall have cured such breach before the expiration of ten (10), sixty (60) or within such ninety (90) daysday period (or, as applicableif such material breach, after receipt of the written notice specifying the basis for terminationby its nature, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or 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 applicable. If the Parties canbreaching party is using Commercially Reasonable Efforts to cure such breach, in which event if such breach has not agree as to whether a breach existsbeen cured, the dispute shall be resolved pursuant to Article 15, and no such termination shall be effective until on the matter is so resolvedearlier of the expiration of such one hundred eighty (180) day period or such time as the breaching party ceases to use Commercially Reasonable Efforts to cure such breach). In Notwithstanding the event that either Party files for protection under bankruptcy lawsforegoing, makes an assignment for in the benefit case of creditors, appoints or suffers appointment breach of a receiver or trustee over its propertypayment obligation hereunder, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty the ninety (6090) day period referred to in the immediately preceding sentence shall instead be thirty (30) days (and the immediately preceding parenthetical clause in the immediately preceding sentence shall not apply). For purposes of this Section 19.3, the filing thereofterm "material breach" shall mean an intentional, then continuing (and uncured within the other Party may terminate this Agreement effective immediately upon written notice to such time period described above) material breach by a Party, as determined by a court of competent jurisdiction.

Termination for Material Breach. Either If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its material obligations under this Agreement (a “Material Breach”), then the Non-Breaching Party may give the Breaching Party notice of such Material Breach (a “Material Breach Notice”) specifying the nature of the breach. If the Breaching Party does not dispute that it has committed a Material Breach, then, if the Breaching Party fails to cure such breach, or fails to take steps as would be considered reasonable to effectively cure such breach, within [ * ] days after receipt of the Material Breach Notice, the Non-Breaching Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided upon written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breachBreaching Party. If the breaching Breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether disputes that it has committed a breach existsMaterial Breach, the dispute shall be resolved pursuant to Article 15Section 10.5. If, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of as a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days result of the filing thereofapplication of such dispute resolution procedures, then the other 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 Adverse Ruling to cure such breach within [ * ] days after such ruling or such longer period as specified in the Adverse Ruling, the Non-Breaching Party may terminate this Agreement effective immediately upon written notice to such the Breaching Party. The right of either Party to terminate this Agreement as set forth in this Section 5.2 shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default.

Termination for Material Breach. Either If either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one (1) or defaulted in the performance more of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant its material obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has 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 non-breaching Breaching Party has provided failed to promptly commence compliance and use diligent efforts to achieve full compliance as soon thereafter as is reasonably 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 confidential treatment request. [***] after receipt of the Default Notice, the Non-Breaching Party may terminate this Agreement upon written notice to the other Party specifying the basis for the termination. For a failure Breaching Party; provided that if such material breach is with respect to make a payment set forth only one Collaboration Program (and not this Agreement in Section 2.4 or Article 7its entirety), the allegedly breaching Party such termination shall have ten (10) days be limited to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breachProgram. If the breaching Breaching Party does not cure the breach before the expiration disputes that it has materially breached one (1) of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach existsits material obligations under this Agreement, the dispute shall be resolved pursuant to Article 15Section 13.7. If, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of as a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days result of the filing thereofapplication of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one (1) or more of its material obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such material breach within [***] (or within [***] if such breach is for non-payment of any amounts due under this Agreement) after such ruling, or such other period as may be specified in such Adverse Ruling, then the other Non-Breaching Party may terminate this Agreement effective immediately upon written notice to the Breaching Party; provided that if such Partymaterial breach is with respect to: (a) only one Collaboration Program (and not this Agreement 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 such Collaboration Program, AbbVie Opt In Product or such Major Markets, as applicable.

Termination for Material Breach. Either Upon (i) any material breach of this Agreement by Surface or (ii) any material breach of this Agreement by GSK (the Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with so allegedly breaching being the relevant Development Compound“Breaching Party”), if the other Party has materially breached or defaulted in (the performance of any relevant obligations under “Non-Breaching Party”) will have the right, but not the obligation, to terminate this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided its entirety by providing [***] written notice to the Breaching Party with respect to any breach of any payment obligation under this Agreement and [***] written notice to the Breaching Party with respect to any other Party specifying 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 for of such termination, and (C) clearly state the terminationNon-Breaching Party’s intent to terminate this Agreement if the alleged breach is not cured within the applicable cure period. For The termination 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 [***] of the delivery of the breach notice, then the dispute resolution procedure pursuant to ARTICLE XIV, may be initiated by either Party to determine whether a material breach or a failure to make a payment cure has actually occurred. If either Party so initiates the dispute resolution procedure, then the applicable cure period (and the corresponding termination of this Agreement, in whole or in part), shall be tolled until such time as the dispute is resolved pursuant to ARTICLE XIV. Notwithstanding the foregoing, if the breach and failure to cure contemplated by this Section 13.3(a) is with respect to GSK’s breach of its diligence obligations set forth in Section 2.4 Sections 4.1 and 5.2 with respect to one or Article 7, the allegedly breaching Party shall have ten more (10but not all) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If countries in the breaching Party does Territory, Surface shall not cure have the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as right to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice in its entirely, but shall have the right to terminate this Agreement solely with respect to the country(ies) to which such Partybreach and failure to cure applies.

Termination for Material Breach. Either If either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if believes that the other Party has materially breached or defaulted is in the performance material breach of any relevant its obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreementhereunder, and then the non-breaching Party has provided written may deliver notice of such breach to the other Party specifying the basis for the terminationParty. For a failure to make a payment set forth in Section 2.4 or Article 7, the The allegedly breaching Party shall have ten (10) *** days from such notice to dispute such breach or commence a cure of the breach, and shall have *** days from such breachnotice to complete such cure, except when the breach is a non-payment of payments owed, in which case such breach must be disputed or cured within *** days from the date of such breach notice. For all breaches other than a failure If the Party receiving notice of breach fails to make a payment cure, or fails to dispute, that breach within the periods set forth above, then, subject to the rest of this Section 7.2(b), the Party originally delivering the notice of breach may terminate this Agreement in Section 2.4 or Article 7its entirety, effective on written notice of termination to the other Party. If the allegedly breaching Party shall have sixty (60) days in good faith disputes such material breach or disputes the failure to either cure or remedy such material breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver and provides written notice of that dispute to the other Party within the period set forth above, the matter will be addressed under the dispute resolution provisions in Section 10.6; and the notifying Party may not terminate this Agreement until the date that it has been determined under Section 10.6 that the allegedly breaching Party is in material breach of this Agreement. Upon such date and for a plan for curing such breach that is reasonably sufficient period of *** days thereafter, this Agreement may be terminated by the non-breaching Party by written notice to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure as follows: (i) if a First Commercial Sale has taken place in the U.S. and such breach before pertains only to one or more particular country(ies) other than the expiration U.S., then this Agreement may be terminated only with respect to such country(ies) in which such breach pertains; or (ii) for any other breach, this Agreement may be terminated in its entirety. For clarity, in the event of ten (10a material breach by Galaxy established pursuant to this Section 7.2(b), sixty FivePrime shall have the option, at its sole discretion, to: (60A) terminate this Agreement, in which event Section 7.6 shall apply; or ninety (90B) daysmaintain this Agreement in effect, as applicablein which event Sections 3.2, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (603.6 and 5.3(f) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and of no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints further force or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such Partyeffect.

Termination for Material Breach. Either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files ("Breaching Party") commits a material breach of any of its obligations hereunder, such material breach to include a breach of the obligations under Section 4.2, the other Party hereto ("Non-Breaching Party") may give the Breaching Party written notice of such material breach, which notice shall clearly identify the material breach, the intent to terminate this Agreement for protection under bankruptcy laws, makes such material breach and the actions or conduct that it considers to be an assignment for acceptable cure of such material breach. In the benefit of creditors, appoints or suffers appointment event that the Breaching Party fails to cure such material breach within [*****] in the event of a receiver or trustee over its propertydefault in payment, files a petition under and within [*****] in the event of any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days other breach, after the date of the filing Non-Breaching Party's notice thereof, then the other Non-Breaching Party may terminate this Agreement effective immediately upon by giving written notice of termination to the Breaching Party. In case the Party receiving a notice of a material breach ("Alleged Breaching Party") disputes to have materially breached this Agreement, such party shall provide written notice hereof to the other Party within [*****] following its receipt of notice of termination. In such event termination of this Agreement shall not occur if the Alleged Breaching Party within [*****] after such written notice refers the dispute for resolution through a dispute resolution panel of three (3) independent legal arbitrators with expertise in pharmaceutical licensing ("Dispute Resolution Panel"). Each Party shall nominate within [*****] of the request one arbitrator, while the third arbitrator shall be mutually agreed by the Parties within another [*****]. If the Parties are unable to agree on the third arbitrator, the third arbitrator shall be selected and nominated by the two arbitrators appointed by the Parties. Each Party shall submit to the Dispute Resolution Panel a written report setting forth its arguments to support or to rebut a material breach which justifies a termination for cause under this Section 13.3 within the later of (i) [*****] following a referral to the Dispute Resolution Panel, or (ii) [*****] after selection of such Dispute Resolution Panel. The Dispute Resolution Panel shall meet face-to-face to discuss the written reports and shall be entitled, at its discretion to invite for a hearing representatives of the Parties or other Third Party experts, subject to each Third Party expert executing an appropriate confidentiality agreement. The Dispute Resolution Panel shall then select one of the proposals from the Parties, and shall not have the authority to render any substantive decision other than the proposal of either BI or CureVac. The decision of the Dispute Resolution Panel shall be final and binding on the Parties and the Party whose proposal has not been selected by the Dispute Resolution Panel will pay all costs of the Dispute Resolution Panel. If, as a result of such dispute resolution process, it is determined that the Alleged Breaching Party materially breached this Agreement and such Party does not cure such breach within [*****] after the date of the decision by the Dispute Resolution Panel (or within [*****] in the event of a default in payment) (the "Additional Cure Period"), then such termination shall be effective as of the expiration of the Additional Cure Period. Such dispute resolution proceeding does not suspend any obligations of either Party hereunder, and each Party shall use reasonable efforts to mitigate any damage. If as a result of such dispute resolution proceeding it is determined that the Alleged Breaching Party did not materially breach this Agreement (or such breach was cured during the Additional Cure Period), then no termination shall be effective, and this Agreement shall continue in full force and effect. Notwithstanding the foregoing, in the case of an allegation that BI has failed to devote Commercially Reasonable Efforts in relation to a Licensed Vaccine or a Licensed Product, CureVac shall not have the right to terminate this Agreement (a) if no Change of Control had occurred at the time of termination: following the first acceptance of a marketing authorization application/NDA filing in a Major Market Country; and (b) if a Change of Control had occurred at the time of termination: following initiation of or continuation into the first Phase III Clinical Trial of a Licensed Vaccine, provided that BI pays CureVac the amount of such damages that have been awarded by a dispute resolution proceeding pursuant to Section 15.6. Termination of this Agreement in accordance with this Section 13.3 shall not affect or impair the Non-Breaching Party.'s right to pursue any legal remedy, including the right to recover direct damages, for any harm suffered or incurred by the Non-Breaching Party as a result of such breach. EXCLUSIVE COLLABORATION AND LICENSE AGREEMENT CONFIDENTIAL EXECUTION VERSION

Termination for Material Breach. Either Each Party may shall have the right to terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if the other Party has materially breached or defaulted Agreement in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided its entirety immediately upon written notice to the other Party specifying if the basis for the termination. For a failure to make a payment set forth other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in Section 2.4 or Article 7reasonable detail, the allegedly breaching Party shall have ten (10) days fails to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such material breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt the date of the such notice of breach. If the breaching Party does not cure the breach before the expiration of (or within ten (10) business days from the date of such notice if such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, sixty (60) however, in the case of a breach or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or violation that cannot be cured within such ninety (90) day period, as applicablethe breaching Party shall have an additional ninety (90) day period to cure if the breaching Party shall have commenced substantial remedial actions within the initial ninety (90) day period and used and continues to use its best efforts to pursue the same. If Any right to terminate under this Section 8.2 shall be stayed and the Parties cannot agree as to whether a breach existscure period tolled in the event that, during any cure period, the breaching Party shall have, in good faith, initiated dispute resolution in accordance with Article 11 with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be resolved pursuant entitled to Article 15offset, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then amounts payable to the other Party may under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding (for which no appeal is available), to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement. Notwithstanding the foregoing, if Shire has the right to terminate this Agreement effective immediately upon written notice pursuant to this Section 8.2 and the sole basis for such Partyright is Mirum’s material breach of its diligence obligations in Section 5.6 with respect to SHP626 Licensed Products, then Shire’s right to terminate this Agreement shall only be with respect to the SBP626 Compounds and SBP626 Licensed Products and not with respect to the SBP625 Compounds, SBP625 Licensed Products or Other Licensed Products, subject to Section 8.6(b).

Termination for Material Breach. Either (i) If either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if believes in good faith that the other Party has materially breached or defaulted is in the performance material breach of any relevant its obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreementhereunder, and then the non-breaching Party has provided written may deliver notice of such breach to the other Party specifying stating the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breachcause and proposed remedy. For all breaches other than a failure to make a payment as set forth in Section 2.4 or Article 7this Agreement, the allegedly breaching Party shall have sixty (60) days *** from such notice to either dispute or cure such breach. For any breach orarising from a failure to make a payment set forth in this Agreement, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other allegedly breaching Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days shall have *** from the receipt of the notice of to dispute or cure such breach. If the breaching Party does not cure receiving notice of breach fails to cure, or fails to dispute, that breach within the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereofapplicable period set forth above, then the other Party originally delivering the notice of breach may terminate this Agreement effective immediately upon on written notice of termination to the other Party. If the allegedly breaching Party in good faith disputes such Partymaterial breach and provides written notice of that dispute to the other Party within the applicable period set forth above, the matter shall be addressed under the dispute resolution provisions in Section 13.6(b), and the termination shall not become effective unless and until it has been determined under Section 13.6(b) that the allegedly breaching Party is in material breach of this Agreement. It is understood and acknowledged that during the pendency of such a dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. Section 10.2(b)(i) shall not apply to or encompass a breach (or alleged breach) of BMS’s obligations pursuant to Section 4.1(b) or Section 6.2, which shall be governed solely by Section 10.2(b)(ii). No milestone payments by BMS will be due under Section 7.2 on milestones achieved during the period between the notice of termination under this Section 10.2(b)(i) and the effective date of termination; provided, however, if the allegedly breaching Party provides notice of a dispute pursuant to Section 10.2(b)(i) and such dispute is resolved in a manner in which no termination *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Confidential EXECUTION VERSION of this Agreement occurs, then upon such resolution BMS will promptly pay to Five Prime the applicable milestone payment for each milestone achieved during the period between the notice of termination under this Section 10.2(b)(i) and the resolution of such dispute.

Termination for Material Breach. Either If either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or defaulted in the performance more of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant its obligations under this Agreement, and then the nonNon-breaching Breaching Party has provided written may deliver notice of such material breach to the other Breaching Party specifying the basis for nature of the terminationalleged breach in reasonable detail (a “Default Notice”). For a failure to make a payment set forth in Section 2.4 or Article 7Thereafter, the allegedly breaching Non-Breaching Party shall have ten (10) days the right 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 cure the confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. to terminate this Agreement if the breach asserted in such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have Default Notice has not been cured within sixty (60) days to either cure after such breach orDefault Notice. Notwithstanding the foregoing, (i) if cure such material breach, by its nature, cannot be reasonably effected remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to deliver exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within an additional ninety (90) days from receipt 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 notice material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Non-Breaching Party may shall not be entitled to terminate this Agreement effective 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 shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately upon written notice to such Party.preceding sentence. 10.4

Termination for Material Breach. Either (a) Upon any material breach of this Agreement by a Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound“Breaching Party”), if the other Party has materially breached or defaulted in (the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non“Non-breaching Party has provided Breaching Party”) may give written notice to the other breaching Party specifying the basis for the terminationclaimed particulars of such breach. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching The Breaching Party shall have ten (10) a period of [**] days after such notice if such material breach is a breach of a payment obligation or [**] days after such notice in the case of any other material breach in which to cure such breach; provided, however, that if such breach other than a payment breach is capable of being cured and cannot be cured within such [**] day period, and the Breaching Party notifies the Non-Breaching Party within such period that it has initiated actions to cure such breach and thereafter diligently pursues such actions, the Breaching Party shall have such additional period as is reasonable in the circumstances, but in no event longer than [**] days after the end of the original cure period, to cure such breach. For all breaches other than a failure If any alleged breach hereunder is disputed pursuant to make a payment the dispute resolution process set forth in Section 2.4 or Article 7ARTICLE XII, the allegedly breaching cure period shall be suspended for the duration of, and until resolution of, such dispute resolution process. Any termination by any Party under this Section 11.02 and the effects of termination provided in this ARTICLE XI shall be without prejudice to any damages or other legal or equitable remedies to which it may be entitled from the other Party. If the Breaching Party fails to cure the breach within the time period set forth above, the Non-Breaching Party shall have sixty (60) days the right thereafter to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon by giving written notice to the Breaching Party to such effect; provided that the Non-Breaching Party may, by notice to the Breaching Party, designate a later date for such termination in order to facilitate an orderly transition of activities relating to the Products or elect not to terminate this Agreement.

Termination for Material Breach. Either If either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or defaulted in the performance more of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant its obligations under this Agreement, and then the nonNon-breaching Breaching Party has provided written may deliver notice of such material breach to the other Breaching Party specifying the basis for nature of the terminationalleged breach in reasonable detail (a “Default Notice”). For a failure to make a payment set forth in Section 2.4 or Article 7Thereafter, the allegedly breaching Non-Breaching Party shall have ten (10) days the right to cure terminate this Agreement if the breach asserted in such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have Default Notice has not been cured within sixty (60) days to either cure after such breach orDefault Notice. Notwithstanding the foregoing, (i) if cure such material breach, by its nature, cannot be reasonably effected remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to deliver exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within an additional ninety (90) days from receipt 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 notice material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Non-Breaching Party may shall not be entitled to terminate this Agreement effective 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 shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately upon written notice preceding sentence. Confidential Treatment Requested by Lightlake Therapeutics Inc. IRS Employer Identification No. 40-0000000 Confidential treatment requested with respect to such Party.certain portions hereof denoted with “*** REDACTED ***”

Termination for Material Breach. Either Each Party may will have the right to terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if the other Party has materially breached or defaulted Agreement in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided its entirety immediately upon written notice to the other Party specifying if the basis other Party is in material breach of this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within [***] days from the date of such notice, provided that, if such other Party dispute such alleged breach in good faith, such termination will not become effective unless and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. until such dispute has been resolved in favor of the Party providing notice of such termination and such other Party has not cured such material breach within [***] days after such resolution. Notwithstanding anything to the contrary, if INCY materially breach’s this Agreement and Zai Lab has the right to terminate this Agreement in accordance with Section 9.2.1 (Termination for Material Breach) as a result of a dispute escalated and resolved subject to the termination. For a failure to make a payment dispute resolution procedures set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten ARTICLE 12 (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10Dispute Resolution), sixty (60) or ninety (90) daysthen Zai Lab, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, in its sole discretion and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to INCY, will have the right to elect to either (a) terminate this Agreement with an immediate effect, or (b) not to terminate this Agreement; provided if Zai Lab elects to not terminate this Agreement, the Parties agree that, in addition to and without prejudice to any damages or remedies (including any equitable relief) that Zai Lab may have under this Agreement or otherwise, any and all payments payable by Zai Lab as of date of such Partyelection and during the remainder of the Term shall be reduced by [***].

Termination for Material Breach. Either (a) A Party may shall have the right to terminate this Agreement, on a Licensed Product by Licensed Product basis Agreement in its entirety (along with the relevant Development Compoundexcept as expressly set forth below in this Section 11.2(a) or in Section 11.2(b), if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided ) upon written notice to the other Party specifying if such other Party is in material breach of this Agreement and has not cured such breach within [***] (or [***] with respect to any payment breach) after notice from the basis for first Party requesting cure of the terminationbreach. For In addition, a Party shall have the right to terminate this Agreement with respect to a particular country, Compound or Product, on a country-by-country, Compound-by-Compound or Product-by-Product basis, upon written notice to the other Party if such other Party is in material breach of this Agreement (other than a payment breach) with respect to such country, Compound or Product and has not cured such breach within [***] after notice from the first Party requesting cure of the breach. Any such termination shall become effective at the end of such [***] (or [***] with respect to any payment breach as set forth in the first sentence of this Section 11.2(a)) period unless the breaching Party has cured such breach prior to the end of such period. Notwithstanding the foregoing, if such material breach (other than a material breach arising from a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10payment) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day cured during the foregoing cure period, to deliver but is capable of cure within [***], then the breaching Party may submit to the other non-breaching Party a reasonable cure plan for curing to remedy such material breach that is reasonably sufficient acceptable to effect a the non-breaching Party, and upon such submission, the applicable cure within ninety (90) days period will automatically be extended for so long as the breaching Party continues to use Commercially Reasonable Efforts to cure such material breach in accordance with such cure plan, but for no more than [***] from receipt of the notice of breachsuch breach (subject to the dispute resolution procedures set forth below). If Any right to terminate under this Section 11.2(a) shall be stayed and the breaching Party does not cure period tolled in the breach before the expiration of ten (10)event that, sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for terminationduring any cure period, the Agreement Party alleged to have been in material breach shall terminate upon have initiated dispute resolution in accordance with Article 13 with respect to the expiration of the ten (10)alleged breach, sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the which stay and tolling shall continue until such dispute shall be has been resolved pursuant to in accordance with Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such Party13.

Termination for Material Breach. Either Party may terminate Subject to the provisions of ------------------------------- this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound)Section 10.2, if either Party (the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party "Breaching Party") shall have ten (10) days to cure committed a Material Breach and such breach. For all breaches other than Material Breach shall remain uncured and shall be continuing for a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have period of sixty (60) days following receipt of notice thereof by the other Party (the "Non-Breaching Party"), then, in addition to either cure such breach orany and all other rights and remedies that may be available, if cure cannot be reasonably effected within the Non-Breaching Party shall have the right to terminate this Agreement and/or the relevant licenses hereunder effective upon the expiration of such sixty (60) day period, to deliver to the other Party a plan for curing . Any such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breachalleged Material Breach by the Non-Breaching Party shall include a reasonably detailed description of all relevant facts and circumstances demonstrating, supporting and/or relating to each such alleged Material Breach by the Breaching Party. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If Any good faith dispute among the Parties cannot agree 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 existsof 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 dispute term "Material Breach" shall be resolved pursuant deemed to Article 15, include the failure of any Party in a material respect to meet such Party's payment obligations hereunder and no termination shall be effective until the matter is so resolvedunlicensed development or commercialization of a Human Therapeutic Product. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it Material Breach which is not discharged within sixty (60) days of the filing thereofspecific to any product being developed or commercialized by a Party hereunder, then the other Party may terminate this Agreement effective immediately upon written notice may only be terminated with respect to the specific Human Therapeutic Product or MYRIAD Product relevant to such PartyMaterial Breach. In no event shall the failure to 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 Gene or Interactive Protein or Human Therapeutic Product or to take any action expressly within the discretion of a Party hereunder shall not be deemed to constitute a Material Breach hereunder. Any dispute with respect to the existence of a Material Breach shall be resolved in accordance with the provisions of Article XIII.

Termination for Material Breach. Either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with 14.2.1 In the relevant Development Compound), if case that one of the Parties believes that the other Party has materially breached or defaulted the Agreement, the Joint Steering Committee shall be notified and meet as soon as possible in order that the performance Parties attempt to resolve any dispute as to the existence of any relevant obligations under this Agreement or failed to use Diligent Efforts such material breach. Failing a consensus decision by the Joint Steering Committee within *** of receiving the matter for review, it shall then be referred for resolution as set forth in Section 15.2.1. Failing a resolution within *** of receiving the performance of any relevant obligations under this Agreementmatter for review from the Joint Steering Committee, and the non-breaching Party has provided may then proceed to give written notice of termination for material breach. 16 14.2.2 If pursuant to Section 14.2.1, either Party gives written notice to the other Party specifying of termination for material breach, which notice shall describe such material breach in reasonable detail and whether it has been deemed non-curable or curable by the basis for Joint Steering Committee and the termination. For a failure Chief Executive Officers, this Agreement and the rights and options granted herein may be terminated by the non-breaching Party, effective *** after giving written notice to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party of termination for non-curable breach, *** after giving written notice to the breaching Party of such termination in the case of a curable payment breach, and *** after giving written notice to the breaching Party of such termination in the case of any other curable breach. The foregoing notwithstanding, if any curable material breach is cured within the aforesaid *** or *** period, the notice shall be automatically withdrawn and of no effect. 14.2.3 If Xxxxxx Xxxxxxx has the right to terminate this Agreement pursuant to Section 14.2.2 for Palatin’s material breach, Xxxxxx Xxxxxxx may elect, by written notice to Palatin, not to terminate this Agreement and instead to retain this Agreement in effect (including, without limitation, with respect to ***), in which case Palatin shall continue to be liable to Xxxxxx Xxxxxxx for any uncured material breach, and Xxxxxx Xxxxxxx shall be entitled to pursue resolution pursuant to Section 15.2.2. Following a final resolution pursuant to Section 15.2.2 (unless Palatin in writing does not cure dispute Xxxxxx Xxxxxxx’x determination of Palatin’s material breach) of Palatin’s material breach of this Agreement, Xxxxxx Xxxxxxx may elect, in lieu of receiving a payment of damages from Palatin, to offset Xxxxxx Xxxxxxx’x future payment obligations to Palatin under this Agreement by the breach before amount of damages determined and awarded to Xxxxxx Xxxxxxx pursuant to Section 15.2.2 (or agreed to in writing by the expiration of ten (10Parties), sixty (60) or ninety (90) days, as applicable, after receipt . For purposes of the written notice specifying the basis for terminationimmediately preceding sentence, the Agreement shall terminate upon the expiration a final resolution with respect to a dispute relating to intellectual property or a breach of the ten (10)confidentiality obligations of this Agreement means a final, sixty (60) or ninety (90) day period, as applicablenon-appealable judgment by a court of competent jurisdiction. If 14.2.4 Any exercise by the Parties cannot agree as to whether of their rights under Section 14.2.2 may be on a breach existscountry-by-country basis, in the dispute shall be resolved pursuant to Article 15non-breaching Party’s discretion, and no in which case such termination shall be effective until partial in nature and shall only apply to the matter particular country which is so resolvedthe source of the alleged material breach. In Furthermore, Palatin shall have the event that either Party files for protection under bankruptcy lawsalternative option, makes an assignment for in its sole discretion, instead of terminating the benefit of creditorsAgreement in part or in whole, appoints or suffers to convert the exclusive appointment of Xxxxxx Xxxxxxx under Article 2 of this Agreement into a receiver or trustee over its propertynon-exclusive appointment, files and to apply such non-exclusive status on a petition under any bankruptcy or insolvency act or has any country-by-country basis, in the non-breaching Party’s discretion, in which case such petition filed against it non-exclusivity shall only apply to the particular country which is not discharged within sixty (60) days the source of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such Party.alleged material breach. 14.3

Termination for Material Breach. Either Party may (the “Non-Breaching Party”) may, without prejudice to any other remedies available to it under applicable Law or in equity, terminate this Agreement, on a Licensed Product by Licensed Product basis (along Agreement with respect to the relevant Development Compound), if license granted to the other Party has (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 materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and such material breach shall have continued for [**] days (or, in the noncase of a payment breach by the Breaching Party, [**] days) after written notice thereof was provided to the Breaching Party by the Non-breaching Breaching Party, such notice describing the alleged breach. Any such termination of this Agreement under this Section 9.3 shall become effective at the end of such [**]-day or [**]-day (as applicable) cure period, unless the Breaching Party has cured such breach prior to the expiration of such cure period, or if such breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, the Non-Breaching Party’s right to termination shall be suspended only if and for so long as the Breaching Party has provided written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Non-Breaching Party a written plan for curing such breach that is reasonably sufficient calculated to effect a cure within ninety (90) days from receipt cure, such plan is acceptable to the Non-Breaching Party, and the Breaching Party commits to and does carry out such plan; provided that in no event shall such extension of the notice of breach. If the breaching Party does not Breaching Party’s right to cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, extend beyond [**] days after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day original cure period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that The right of either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may to terminate this Agreement effective immediately upon written notice to as provided in this Section 9.3 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous breach.

Termination for Material Breach. Either party may terminate this Agreement if the other party is in breach of its obligations under this Agreement and such breach is deemed material by the non‐breaching party, in its reasonable judgment. For purposes of clarity, a material breach includes, but is not limited to, failure to perform Adequate Identity Verification or failure to pay amounts owed under Article 5. In the event either party wishes to terminate this Agreement for a reason specified in this section, such party (“Sending Party”) shall give written notice, in accordance with section 14.10 (“Remedy Notice”), to the other party (“Other Party”). The Remedy Notice must specifically state the reason or reasons why the Sending Party may believes the Other Party is in material default under this Agreement and wishes to terminate this Agreement, on a Licensed Product by Licensed Product basis (along with and must request such Other Party to specify the relevant Development Compound), if the other Party has materially breached act or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days acts which it will accomplish to cure the cited material defaults. The Other Party will have a period of 45 days from its receipt of the Remedy Notice to cure the cited material default, or if such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure material default cannot be reasonably effected within cured in such sixty (60) day 45‐day period, to deliver specify to the other Sending Party a plan for curing the act or acts which such breach that is reasonably sufficient Other Party will accomplish in order to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolvedcited material default. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which default is not discharged within sixty (60) days cured by the end of such 45‐day period and the filing thereofSending Party does not at the end of such 45‐day period approve the acts, then if any, proposed by the other Other Party as curing the cited material default, which approval will not be unreasonably withheld, the Sending Party may then immediately terminate this Agreement by giving the Other Party another written notice, in accordance with section 14.10 (“Termination Notice”), stating that this Agreement is being terminated under the provisions of this section effective immediately upon written notice to such receipt of the Termination Notice by the Other Party.

Termination for Material Breach. Either Party (the “Non-Breaching Party”) may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with Agreement in its entirety in the relevant Development Compound), if event the other Party (the “Breaching Party”) has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and such material breach has not been cured within [***] (or [***] in the non-breaching Party has provided written notice to the other Party specifying the basis for the termination. For a case of an undisputed failure to make a any payment set forth in Section 2.4 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 if the breach relates solely to TAK-228 Products or Article 7solely to TAK-659 Products, then the Non-Breaching Party will have the right to terminate this Agreement solely with respect to all TAK-228 Products or all TAK-659 Products, as applicable (such applicable Products, and the Program Molecules within such Products, the allegedly breaching “Terminated Products”), and will not have the right to terminate this Agreement in its entirety. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party shall have ten (10) days to cure on notice of such material breach. For all breaches other than a failure Any termination of this Agreement pursuant to make a payment set forth in this Section 2.4 or Article 78.2.1 shall immediately become effective at the end of the Cure Period, unless the allegedly breaching Breaching Party shall have sixty (60) days has cured such material breach prior to either cure the expiration of such breach Cure Period, or, if such material breach is not susceptible to cure cannot within the Cure Period, then the Non-Breaching Party’s right of termination shall be reasonably effected within such sixty (60) day period, to deliver suspended only if and for so long as the Breaching Party provides to the other Non-Breaching Party a written plan for curing such breach during the Cure Period that is reasonably sufficient calculated to effect a cure within ninety of such material breach, such plan is accepted by the Non-Breaching Party (90) days from receipt of the notice of breach. If the breaching Party does such acceptance not cure the breach before the expiration of ten (10to be unreasonably withheld, conditioned, or delayed), sixty (60) or ninety (90) days, as applicable, after receipt of and the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicableBreaching Party commits to and carries out such plan. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such Party.[***]

Termination for Material Breach. Either Upon and subject to the terms and conditions of this Section 19.5, this Agreement shall be terminable by a Party may terminate this Agreement, on a Licensed Product by Licensed Product product-by-product basis with respect to the entire Territory for a particular IL-1 Product, or on a country-by-country basis with respect to any particular Co-Promotion Country, Co-Branding Country or Co-Marketing Country, upon written notice to the other Party, (along i) with respect to the relevant Development Compound)entire Territory for a particular IL-1 Product, if the other Party has materially breached or defaulted in the performance commits a material breach of any relevant obligations under this Agreement that is material to the Parties' collaboration with respect to such IL-1 Product as contemplated by this Agreement taken as a whole, or failed (ii) with respect to use Diligent Efforts a particular Co-Promotion Country, Co-Branding Country or Co-Marketing Country for a particular IL-1 Product if the other Party commits a material breach of this Agreement that is material to the Parties' collaboration with respect to such IL-1 Product in the performance of any relevant obligations under such Co-Promotion Country, Co-Branding Country or Co-Marketing Country, as applicable, as contemplated by this Agreement. Such notice of termination shall set forth in reasonable detail the facts underlying or constituting the alleged breach (and specifically referencing the provisions of this Agreement alleged to have been breached), and the non-breaching Party has provided written termination which is the subject of such notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within effective ninety (90) days from receipt of after the date such notice of breach. If is given unless the breaching Party does not cure the shall have cured such breach before the expiration of ten (10), sixty (60) or within such ninety (90) daysday period (or, as applicableif such material breach, after receipt of the written notice specifying the basis for terminationby its nature, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or 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 applicable. If the Parties canbreaching party is using diligent efforts to cure such breach, in which event if such breach has not agree as to whether a breach existsbeen cured, the dispute shall be resolved pursuant to Article 15, and no such termination shall be effective until on the matter is so resolvedearlier 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). In Notwithstanding the event that either Party files for protection under bankruptcy lawsforegoing, makes an assignment for in the benefit case of creditors, appoints or suffers appointment breach of a receiver or trustee over its propertypayment obligation hereunder, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty the ninety (6090) day period referred to in the immediately preceding sentence shall instead be thirty (30) days of (and the filing thereofimmediately preceding parenthetical clause in the immediately preceding sentence shall not apply). As -76- <PAGE> used in this Section 19.5, then the term "material breach" shall mean a breach by a Party that substantially undermines the benefits reasonably expected to be realized by the other Party may terminate from the collaboration hereunder, such that termination of this Agreement, and the consequences thereof provided for herein, are appropriate and equitable remedies. 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 19.5 or otherwise constitute a cause or basis for termination of this Agreement effective immediately upon written notice to such Party.in whole or in part. 19.6

Termination for Material Breach. Either Each Party may (the “Non-Breaching Party”) shall have the right to terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided upon written notice to the other Party specifying (the basis for “Breaching Party”) if such Breaching Party has materially breached a material term of this Agreement and, after receiving written notice from the terminationNon-Breaching Party identifying such Certain confidential information contained in this document, marked by [**], has been omitted because ADC Therapeutics SA has determined that the information (i) is not material and (ii) is customarily and actually treated by ADC Therapeutics as private or confidential. For a failure material breach and claiming the right to make a payment set forth in Section 2.4 or Article 7terminate, the allegedly breaching Party shall have ten (10) days fails to cure such breach. For all breaches other than a failure material breach within [**] days (or, with respect to make any breach of a payment set forth in Section 2.4 or Article 7obligation, the allegedly breaching Party shall have sixty (60[**] Business Days) days from the date of such notice (the “Cure Period”) (or, if such material breach cannot be cured within the Cure Period, if the Breaching Party commences actions to either cure such breach within the Cure Period and thereafter diligently continues such actions); provided that if the Breaching Party initiates a dispute resolution procedure under ARTICLE 16 (Dispute Resolution) during the Cure Period to dispute the existence or materiality of the breach for which termination is being sought and is pursuing such procedure in good faith, the Cure Period shall be tolled and the termination shall become effective only if, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one or more material terms under this Agreement and such breach remains uncured for [**] days (or, with respect to any breach of a payment obligation, [**] Business Days) after such determination (or, if cure the material breach cannot be reasonably effected cured within such sixty (60) day [**]-day period, if the Breaching Party commences actions to deliver to the other Party a plan for curing cure such breach that is reasonably sufficient within such period and thereafter diligently continues such actions). Breaches of payment terms hereunder will be considered a material breach of a material term and provide the right to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the terminate this Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolvedin its entirety. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment a material breach of a receiver or trustee over its property, files material term (other than a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60payment breach) days of the filing thereofrelates solely to one country, then the non-breaching Party’s right to terminate for material breach under this Section 15.2.2 (Termination for Material Breach) shall be limited to termination of the Agreement with respect to such country to which the material breach relates; provided that, if a material breach of a material term (other Party may than a payment breach) relates to the Major European Countries as a whole, then the non-breaching Party’s right to terminate for material breach under this Section 15.2.2 (Termination for Material Breach) will be a right to terminate this Agreement effective immediately upon written notice to such Partyin its entirety.

Termination for Material Breach. Either If either Party may terminate materially breaches this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and then the non-breaching Party has provided written may deliver notice of such breach to the other Party specifying Party, which notice will (i) expressly reference this Section 13.2(b), (ii) reasonably describe the alleged material breach which is the basis for of such termination, and (iii) clearly state the terminationnon-breaching Party’s intent to terminate this Agreement if the alleged breach is not cured within the [*]. For a failure to make a payment set forth in Section 2.4 or Article 7Notwithstanding the foregoing, (A) if such material breach, by its nature, is curable, but is not reasonably curable within the allegedly applicable cure period, then such cure period will be extended if the alleged breaching Party shall have ten (10) days to cure such breach. For all breaches other than provides a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a written plan for curing such breach to the non-breaching Party and uses Diligent 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 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Party; and (B) if the breaching Party disputes (1) whether it has materially breached this Agreement, (2) whether such material breach is reasonably sufficient curable within the applicable cure period, or (3) whether it has cured such material breach within the applicable cure period, to effect a cure the extent the breaching Party notifies the non-breaching Party in writing of any such dispute within ninety (90) days from [*] after the non-breaching Party’s receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10)termination notice, sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the such dispute shall will be resolved pursuant to Article 1514, and no termination this Agreement may not be terminated during the pendency of such dispute resolution procedure. During the pendency of such dispute, the applicable cure period shall be effective until tolled, all the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit terms of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice shall remain in effect, and the Parties shall continue to such Partyperform all of their respective obligations hereunder.

Termination for Material Breach. Either If either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if “Non-Breaching Party”) believes the other Party has materially breached or defaulted (the “Breaching Party”) is in the performance material breach of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations a material obligation under this Agreement, it may give notice of such breach to the Breaching Party, and the non-breaching Breaching Party has provided written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall will have sixty (60) days in which to either cure remedy such breach, or thirty (30) days in the case of breach or, if cure can(whether material or not) of any payment obligation hereunder. Such sixty (60) day period will be extended in the case of a breach not be reasonably effected within capable of being remedied in such sixty (60) day periodperiod so long as the Breaching Party uses diligent efforts to remedy such breach and is pursuing a course of action that, if successful, will effect such a remedy, but in no event shall a Party have more than one hundred twenty (120) days to remedy such breach. If such alleged breach is not remedied in the time period set forth above, the Non-Breaching Party will be entitled, without prejudice to any of its other rights conferred on it by this Agreement, and in addition to any other remedies available to it by law or in equity, to deliver terminate this Agreement upon written notice to the Breaching Party. In the event of a dispute regarding any payments due and owing hereunder, all undisputed amounts will be paid when due, and the balance, if any, will be paid promptly after settlement of the dispute, including any accrued interest thereon. Notwithstanding the foregoing, if the allegedly breaching Party disputes in good faith the existence or materiality of such breach and provides notice to the other Party a plan for curing of such dispute within such cure period, such other Party will not have the right to terminate this Agreement in accordance with this Section 18.3 unless and until it has been determined in accordance with Section 19.10 that this Agreement was materially breached by the allegedly breaching Party and failed to cure such breach within the applicable cure period. It is understood and acknowledged that is reasonably sufficient to effect during the pendency of such a cure within ninety (90) days from receipt dispute, all of the notice terms and conditions of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the this Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If will remain in effect and the Parties cannot will continue to perform all of their respective obligations hereunder. The Parties further agree as that any payments that are made by one Party to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate pursuant to this Agreement effective immediately upon written notice pending resolution of the dispute will be promptly refunded if a court determines pursuant to Section 19.10 that such Party.payments are to be refunded by one Party to the other Party 18.4

Termination for Material Breach. Either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection (the “Breaching Party”) shall be in material breach in the performance of any of its material obligations under bankruptcy lawsthis Agreement, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under in addition to any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then other right and remedy the other Party (the “Complaining Party”) may have, the Complaining Party may terminate this Agreement effective immediately in its entirety upon * prior written notice (the “Notice Period”) to the Breaching Party, specifying the breach and its claim of right to terminate, provided, however, that the Notice Period shall be * in the case of a material breach by Licensee of its Diligence Obligations, subject to the condition that Licensee shall commence action to cure such Partybreach within * after receipt of such notice and shall diligently continue such actions thereafter. Notwithstanding the foregoing, the Notice Period shall be * in the case of any payment breach by Licensee. Such termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach during the Notice Period; provided, however, that such termination shall not become effective at the end of the Notice Period (i) in the case of a payment breach, if the Breaching Party pays any undisputed portion of such payment and initiates the dispute resolution process under Section 15.6 with respect to the balance of such payment during the Notice Period, or (ii) in the case of any other breach (including of the Diligence Obligations), if the dispute resolution process set forth in Section 15.6 has been initiated, and in each case ((i) and (ii)) the Breaching Party shall have the right to cure any such material breach, if any, still outstanding at the end of such process for a period equal in duration to the cure period specified above, less the elapsed time between the receipt of notice of termination and the initiation of such dispute resolution process. For the avoidance of doubt, the dispute resolution process in this context refers only to the * period of time provided to the Chief Executive Officer of CanBas and the Chief Executive Officer of Licensee for resolution and not to arbitration proceedings. The Parties acknowledge and agree that the failure by Licensee to use Commercially Reasonable Efforts to Develop and Commercialize the Licensed Product pursuant to Sections 2.1.4 and 5.1.2 (collectively, the “Diligence Obligations”), respectively, for a period of more than *, and expressly including failure to meet any Reference Milestones for a period of more than * immediately following the relevant Reference Date, shall constitute a material breach of this Agreement. In the event of a Material Breach due to failure to meet a Reference Milestone and/or Reference Date where such References Date and/or Reference Milestone has not been amended pursuant to Section 2.1.3, Licensee may extend the relevant Reference Date once only by up to * by paying to CanBas a one-time upfront fee in cash calculated at $* USD per month (e.g., $* if the Reference Date is extended by * (*) months). Termination of this Agreement by CanBas under this Section 14.2 shall be on a country-by-country and Licensed Product-by-Licensed Product basis (and not for this Agreement as a whole) if the material breach giving rise to termination is reasonably specific to one or more countries or one or more Licensed Products (e.g., a royalty dispute for one Licensed Product in one or more countries). Upon termination, the Breaching Party shall cease any activity under this Agreement and each Party shall return as soon as reasonably practicable all Confidential Information received from the other Party (provided that one archival copy may be retained solely for such Party to monitor its compliance with its obligations under this Agreement); provided, however, that such Confidential Information shall not include CanBas’s return of information related to Development or use for Development inside and outside the Territory. The licenses granted to CanBas under Section 6.1 shall survive such termination and shall stay in full force and effect. Licensee agrees to transfer any INDs, API, and supporting data at no cost to CanBas. *Confidential material redacted and filed separately with the Commission. In order to ensure the smooth transition of the development and/or commercialization of any Licensed Compound or Licensed Product from Licensee to CanBas or a Third Party designated by CanBas, promptly after receipt by either Party of written notice, representatives of Licensee and CanBas will meet to negotiate in good faith the terms of a transition plan with respect to all then-current as well as planned activities relating to Licensed Compounds and Licensed Products. Notwithstanding the foregoing, if there will be any ongoing clinical trials in the Territory at the termination of this Agreement due to the reasons attributable to Licensee, Licensee shall, if so requested by CanBas, use Commercially Reasonable Efforts to complete such ongoing clinical trials notwithstanding the termination of this Agreement, provided that CanBas shall fund all activities and costs associated with such completion (expressly excluding any and all costs incurred by Licensee prior to the termination of this Agreement, which shall be borne by Licensee) and shall indemnify Licensee from any and all claims arising out of such activities, and further provided that Licensee shall have no obligation to complete such trials if (i) the termination of this Agreement was for reasons related to the safety of any Licensed Compound or Licensed Product or (ii) the protocol of the clinical trial clearly allows early termination, in which case Licensee shall have the obligation to complete such trials until the time of such early termination.

Termination for Material Breach. Either Party may terminate this Agreement, on a Licensed Subject to Section 12.3.2 (Approved Co-Formulated Product by Licensed Product basis (along with the relevant Development CompoundException), if upon (a) any material breach of this Agreement by ITEOS or (b) any material breach of this Agreement by GSK (the Party so allegedly breaching being the “Breaching Party”), the other Party has materially breached (the “Non-Breaching Party”) will have the right, but not the obligation, to terminate this Agreement with respect to the Licensed Product to which the alleged breach relates, or defaulted this Agreement in its entirety if all Licensed Products are adversely affected by such breach, by providing [***] days’ written notice to the performance Breaching Party with respect to any such breach of any relevant obligations payment obligation under this Agreement or failed and [***] days’ written notice to use Diligent Efforts the Breaching Party with respect to any other such breach, which notice will, in each case, (i) expressly reference this Section 12.3 (Termination for Material Breach), and (ii) reasonably describe the alleged breach which is the basis of such termination, including the Licensed Products to which the alleged breach relates; provided, that other than in the performance case of a breach of any relevant obligations payment obligation under this Agreement, if such breach is capable of being cured but is not cured within such [***]-day period and the non-breaching Breaching Party has provided written notice initiates actions within such period to cure such breach in accordance with a plan to cure such breach that is reasonably acceptable to the other Party specifying and thereafter diligently and in good faith pursues such actions, then the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Breaching Party shall have ten (10) days an additional [***]-day period to cure such breach. For all breaches The termination will become effective at the end of the notice period unless the Breaching Party cures such breach during such notice period, as such period may be extended as described in the foregoing sentence, provided, that if there is a good faith dispute with respect to the existence of a material breach or whether or not such material breach has been cured, and if the Breaching Party elects to dispute such alleged breach in good faith in writing within [***] days for any alleged payment breach or [***] days for any other than alleged breach of the delivery of the breach notice, or alleged cure or failure to cure is contested within [***] days following expiration of the cure period, then the dispute resolution procedure set forth in Article 16 (Dispute Resolution) may be initiated by either Party to determine whether a material breach or a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breachhas actually occurred. If either Party so initiates such dispute resolution procedure, then the breaching Party does not applicable cure period (and the corresponding termination of this Agreement, in its entirety or with respect to one or more Licensed Products to which the material breach before the expiration of ten (10relates), sixty (60) or ninety (90) days, will be tolled until such time as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be is finally resolved pursuant to Article 15, 16 (Dispute Resolution). [***] as used herein will include any material breach (following the applicable cure period without cure and no termination shall be effective until following resolution of any dispute regarding the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days occurrence of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice breach or failure to cure such Partybreach) [***].

Termination for Material Breach. Either Party (the “Non-Breaching Party”) may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with Agreement in the relevant Development Compound), if event the other Party has materially breached or defaulted in (the performance “Breaching Party”) commits a material breach of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and such material breach (excluding breaches of payment obligations) has not been cured within [***] after receipt of written notice of such breach by the nonBreaching Party from the Non-breaching Breaching Party (the “Cure Period”). The Cure Period shall be [***] after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party for breaches of payment obligations. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 9.2 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or, if such material breach is not reasonably susceptible to cure within the Cure Period, then, the Non-Breaching Party’s right of termination shall be suspended only if, and for so long as, the Breaching Party has provided written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Non-Breaching Party a written plan for curing such breach that is reasonably sufficient calculated to effect a cure within ninety of such material breach, such plan is accepted by the Non-Breaching Party (90) days from receipt of the notice of breach. If the breaching Party does such acceptance not cure the breach before the expiration of ten (10to be unreasonably withheld, delayed or conditioned), sixty (60) or ninety (90) days, and the Breaching Party commits to and carries out such plan as applicable, after receipt provided to the Non-Breaching Party. The right of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may to terminate this Agreement effective immediately upon written notice to as provided in this Section 9.2 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. Either Upon (a) any material breach of this Agreement by the Company or (b) any material breach of this Agreement by Pfizer (the Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with so allegedly breaching being the relevant Development Compound“Breaching Party”), if the other Party has materially breached or defaulted in (the performance of any relevant obligations under “Non-Breaching Party”) will have the right, but not the obligation, to terminate this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided its entirety by providing [***] written notice to the Breaching Party in the case of any other Party specifying 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 for of such termination, and (iii) clearly state the terminationNon-Breaching Party’s intent to terminate this Agreement if the alleged breach is not cured within the applicable cure period. For a failure to make a payment set forth in Section 2.4 or Article 7Notwithstanding the foregoing, (1) if such material breach, by its nature, is curable, but is not reasonably curable within the allegedly breaching Party shall have ten (10) days to applicable cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to then such cure period will be extended if the other 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) whether such material breach is reasonably sufficient to effect a curable within the applicable cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If or (z) whether it has cured such material breach within the Parties cannot agree as to whether a breach existsapplicable cure period, the dispute shall will be resolved pursuant to Article 1511, and no this Agreement may not be terminated during the pendency of such dispute resolution procedure. The termination shall be will become effective until at the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days end of the filing thereofnotice period unless the Breaching Party cures such breach during such notice period; provided, then however, that the other Non-Breaching Party may terminate this Agreement effective immediately upon written may, by notice to the Breaching Party, designate a later date for such Partytermination in order to facilitate an orderly transition of activities relating to Opted-In Products.

Termination for Material Breach. Either In the event that either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if the other Party has "BREACHING PARTY") materially breached or defaulted defaults in the performance of any relevant of its material obligations under this Agreement or failed to use Diligent Efforts in other than the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 77.2 hereof, the allegedly breaching Party shall have ten (10) days in addition to cure such breach. For all breaches any other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to right and remedy the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within (the "COMPLAINING PARTY") may have, the Complaining Party may terminate this Agreement in its entirety or the Research Period by ninety (90) days from receipt prior written notice in the event of a breach relating to matters other than payment of amounts due hereunder or twenty (20) days prior written notice in the event of a breach relating to payment matters (the "NOTICE PERIOD") to the Breaching Party, specifying the breach and its claim of right to terminate, provided always that the termination shall not become effective at the end of the notice of breach. If Notice Period if the breaching Breaching Party does not cure cures the breach before complained about during the expiration of ten Notice Period (10)or, sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or if such default cannot be cured within such ninety (90) day period, as applicableif the Breaching Party commences actions to cure such default within the Notice Period and thereafter diligently continues such actions). If either Party initiates a dispute resolution procedure as permitted under this Agreement within thirty (30) days following the Parties cannot agree as end of the Notice Period to whether resolve the dispute for which termination is being sought and is diligently pursuing such procedure, including any litigation following therefrom, the termination shall become effective only if and when allowed through such dispute resolution procedure finally resolved. This Section 15.4 defines exclusively the Parties' right to terminate in case of any material breach of contract other than a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such PartySection 7.2 hereof.

Termination for Material Breach. Either Party may may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement, on a Licensed Product by Licensed Product basis (along with Agreement subject to ARTICLE 14 in the relevant Development Compound), if event that the other Party has (as used in this subsection, the “Breaching Party”) shall have materially breached this Agreement or defaulted in the performance of any relevant of its obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreementhereunder, and not corrected the non-breaching Party has provided written situation following notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days and an opportunity to cure such breachas provided below. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching The Breaching Party shall have sixty (60) days of written notice thereof was provided to either cure the Breaching Party by the non-breaching Party to remedy such breach default (or, if cure such default cannot be reasonably effected cured within such sixty (60) -day period, the Breaching Party must commence actions to deliver cure such default during such 60-day period and thereafter diligently continue such actions). Any such termination shall become effective at the end of such 60-day period unless the Breaching Party has cured any such breach or default prior to the other expiration of such 60-day period (or, if such default is capable of being cured but cannot be cured within such 60-day period, the Breaching Party a plan for curing has commenced and diligently continued actions to cure such breach that is reasonably sufficient to effect a default provided always that, in such instance, such cure must have occurred within ninety (90) days from receipt of written notice thereof being provided to the notice of breach. If Breaching Party by the non-breaching Party does not cure the breach before the expiration of ten (10to remedy such default), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that one Party claims that the other Party has materially breached its obligations hereunder, and the Breaching Party (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 files for protection under bankruptcy lawsalleging such breach does not have the right to terminate this Agreement pursuant to this Section 13.02, makes an assignment for until it has been determined, pursuant to such dispute resolution procedure, that the benefit Breaching Party is in material breach of creditorsthis Agreement, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any and such petition filed against it which is not discharged Breaching Party further fails to cure such breach within sixty (60) days after the conclusion of any such procedure. For clarity, in the filing thereofevent of a material breach by MYLAN with respect to a particular ROW Country, then the other Party may THERAVANCE’s right to terminate under this Agreement effective immediately upon written notice to such PartySection 13.02 would apply on a Country-by-Country basis as set forth in Section 5.04(f).

Termination for Material Breach. Either Each Party may shall have the right, without prejudice to any other remedies available to it at law or in equity, to terminate this Agreement in its entirety in the event that the other Party is in material breach of this Agreement and fails to cure such breach (in the case of Takeda, including any Shelving Breach) within [***] days (thirty (30) days in the event of breaches related to payment obligations) of receiving written notice from the other Party expressly putting such Party on notice of the allegation of such material breach (“Notice Period”). Any failure to timely notify under Sections 4.6, 6.1 or 6.3 will not be deemed a material breach of this Agreement unless all such applicable failures, in the aggregate, have a material adverse effect on the Development or Commercialization of the Products or the other Party’s rights under this Agreement, on a Licensed Product by Licensed Product basis (along with . Notwithstanding the relevant Development Compound)foregoing, if such material breach is incapable of being cured within the Notice Period, then the non-breaching Party’s right of termination shall be suspended only if, and for so long as, the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed provided to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided and is diligently implementing a written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient calculated to effect a cure within ninety (90) days from receipt of the notice of breachsuch material breach in as prompt a manner as is reasonably practical; provided ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for terminationCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 62 that, the Agreement non-breaching Party’s right of termination shall terminate upon not in any case be suspended any longer than an additional [***] days following the unextended expiration of the ten (10)Notice Period. In addition and notwithstanding the foregoing, sixty (60) or ninety (90) day period, as applicable. If if the Parties cannot agree reasonably and in good faith disagree as to whether there has been a breach existsmaterial breach, the dispute shall be resolved pursuant to Article 15Party that disputes whether there has been a material breach may contest the allegation in accordance with Section 16.1(b), and no termination such Notice Period shall be effective not commence unless and until the matter is so resolvedfinal conclusion of such dispute determining the existence of such material breach. In the event that either Party files for protection under bankruptcy lawsDuring such dispute, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days all of the filing thereof, then the other Party may terminate terms and conditions of this Agreement effective immediately upon written notice shall remain in effect, and the Parties shall continue to such Partyperform all of their respective obligations under this Agreement.

Termination for Material Breach. Either Party may (the “Non-Breaching Party”) may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement, on a Licensed Product by Licensed Product basis (along with Agreement in the relevant Development Compound), if event the other Party has (the “Breaching Party”) shall have materially breached or defaulted in the performance of any relevant its obligations under this Agreement and such default shall have continued for ninety (90) calendar days after written notice thereof was provided to the Breaching Party by the Non-Breaching Party (or failed to use Diligent Efforts thirty (30) calendar days after written notice thereof for any payment breach), such notice describing with particularity and in detail the performance alleged material breach. Any such termination of any relevant obligations this Agreement under this AgreementSection 10.2(a) shall become effective at the end of such ninety (90) calendar day period (or thirty (30) calendar day period for any payment breach), and unless the non-breaching Breaching Party has provided written notice either (i) cured any such breach or default prior to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 expiration of such ninety (90) calendar day period (or Article 7, the allegedly breaching Party shall have ten thirty (1030) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) calendar day period, if applicable), or (ii) if such breach is not susceptible to deliver cure within such ninety (90) calendar day period, the Breaching Party has, within thirty (30) calendar days from notice of such breach or default, provided to the other Non-Breaching Party a written plan for curing such breach that is reasonably sufficient to effect a cure within ninety that the Non- Breaching Party notifies the Breaching Party is reasonably satisfactory to the Non-Breaching Party (90provided, that this CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) days from receipt NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. subsection (ii) shall not apply in the case of the notice of any payment breach). If the breaching Non-Breaching Party does not cure rejects this plan, then the breach before Breaching Party may either (x) seek dispute resolution pursuant to Sections 11.1 and 11.2 herein, or (y) allow the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, Non-Breaching Party to terminate the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolvedwithout further action. In the event that either the Non-Breaching Party files for protection under bankruptcy lawshas accepted any plan in accordance with the preceding sentences, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Non-Breaching Party may terminate this Agreement effective immediately upon written notice to the Breaching Party if the Breaching Party subsequently fails to carry out such plan. The right of either Party to terminate this Agreement as provided in this Section 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 default.

Termination for Material Breach. Either Except as specifically stated herein, either Party (the “Non-breaching Party”) may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with Agreement at anytime during the relevant Development Compound), if Term in its entirety in the event the other Party (the “Breaching Party”) has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party such material breach has provided written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure been cured within ninety (90) days from after receipt of the written notice of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided however that upon the Payment Cap being achieved, Licensor will no longer be able to terminate this Agreement, for any reason. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. If Any termination of this Agreement pursuant to this Section 14.04 shall become effective at the breaching end of the Cure Period, unless the Breaching Party does not cure the has cured any such material breach before prior to the expiration of ten such Cure Period or, if such material breach is not susceptible to cure within the Cure Period, then, the Non-Breaching Party’s right of termination shall be suspended only if and for so long as the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure of such material breach, such plan is accepted by the Non-Breaching Party (10such acceptance not to be unreasonably withheld, conditioned, or delayed), sixty (60) and the Breaching Party commits to and carries out such plan as provided to the Non-Breaching Party. The right of either Party to terminate this Agreement as provided in this Section 14.04 shall not be affected in any way by such Party’s waiver of or ninety (90) days, as applicable, after receipt of failure to take action with respect to any previous breach under this Agreement. Notwithstanding anything to the written notice specifying the basis for terminationcontrary, the Agreement shall terminate upon Cure Period for any dispute (the expiration “Dispute”) will run from the date that written notice, containing the required description of such material breach, was first provided to the ten (10), sixty (60) or ninety (90) day period, as applicable. If Breaching Party by the Parties cannot agree as to whether a breach exists, Non-Breaching Party through the dispute shall be resolved resolution of such Dispute pursuant to Article 15XV, and no termination shall be effective until it is understood and acknowledged that, during the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment pendency of a receiver or trustee over its propertydispute, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days all of the filing thereofterms and conditions of this Agreement shall remain in effect, then and the Parties shall continue to perform all of their respective obligations under this Agreement. Any payments that are made by one Party to the other Party may terminate pursuant to this Agreement effective immediately upon written notice pending resolution of the Dispute shall be promptly refunded if it is determined pursuant to Article XV that such payments are to be refunded by one Party to the other Party.

Termination for Material Breach. Either Party may terminate In the event of any material breach of this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided may terminate this Agreement in its entirety upon thirty (30) days’ prior written notice to the other Party referencing this Section 16.2 and specifying in reasonable detail the basis for 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 termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days has commenced and diligently continued actions to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) thirty-day period, except in the case of a payment default, the cure period shall be extended to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety one hundred twenty (90120) days from receipt of the notice of breach. If days, so long as the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicableis making diligent efforts to do so. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no Such 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. termination shall be effective until upon expiration of such cure period. Notwithstanding the matter is so resolved. In foregoing, in the event that either Party files for protection there is a good faith dispute regarding whether a payment is due to LONZA under bankruptcy lawsthis Agreement, makes an assignment for the benefit CLIENT shall pay LONZA any undisputed portion of creditorssuch payment and may, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to LONZA, pay fifty percent (50%) of the disputed portion into escrow pending resolution of such Partydispute pursuant to Section 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 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 borne by CLIENT if LONZA is determined to be entitled to the escrowed amounts, by LONZA if CLIENT is determined to be entitled to the escrowed amounts, and allocated pro rata between the Parties if LONZA is determined to be entitled to part, but not all, of the escrowed amounts.

Termination for Material Breach. Either (i) If either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if believes in good faith that the other Party has materially breached or defaulted is in the performance material breach of any relevant its obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreementhereunder, and then the non-breaching Party has provided written may deliver notice of such breach to the other Party specifying stating the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breachcause and proposed remedy. For all breaches other than a failure to make a payment as set forth in Section 2.4 or Article 7this Agreement, the allegedly breaching Party shall have sixty (60) days [***] from such notice to either dispute or cure such breach, provided that if such breach is not reasonably capable of cure within such [***] period, but is capable of cure within [***] from such notice, the breaching Party may submit, within [***] of such notice, a reasonable cure plan to remedy such breach as soon as possible and in any event prior to the end of such [***], and, upon such submission, the [***] cure period shall be automatically extended for so long as the breaching Party continues to use diligent efforts to cure such breach orin accordance with the cure plan, if cure cannot be reasonably effected within such sixty (60) day periodbut for no more than [***]. For any breach arising from a failure to make a payment set forth in this Agreement, to deliver to the other allegedly breaching Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days shall have [***] from the receipt of the notice of to dispute or cure such breach. If the breaching Party does not cure receiving notice of breach fails to cure, or fails to dispute, that breach within the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereofapplicable period set forth above, then the other Party originally delivering the notice of breach may terminate this Agreement effective immediately upon on written notice of termination to the other Party. If the allegedly breaching Party in good faith disputes such Partymaterial breach and provides written notice of that dispute to the other Party within the applicable period set forth above, the matter shall be addressed under the dispute resolution provisions in Article 15, and the termination shall not become effective unless and until it has been determined under Article 15 that the allegedly breaching Party is in material breach of this Agreement. It is understood and acknowledged that during the pendency of such a dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. Section 14.2(b)(i) shall not apply to or encompass a breach (or alleged breach) of Zai’s diligence obligations pursuant to Section 5.1 or Section 8.1, which shall be governed solely by Section 14.2(b)(ii).

Termination for Material Breach. Either Party This Agreement may terminate this Agreement, be terminated effective immediately on a Licensed Product country-by-country basis by Licensed Product basis (along with written notice by either Party at any time during the relevant Development Compound), Term if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under breaches this Agreement, which breach remains uncured for [**] measured from the date written notice of such breach is given to the breaching Party, which notice 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 non-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 remediation plan as long as the breaching party continues to use Commercially Reasonable Efforts to pursue the cure as provided in such remediation plan. In the event the Parties dispute in good faith the existence of a material breach or a Party’s diligence in attempting to cure a material breach, termination of this Agreement shall not be deemed to occur unless and until such dispute has provided written notice to been referred for resolution in accordance with Section 12.1.2 hereof, material breach of the other Party specifying the basis for the termination. For a Agreement or failure to make diligent efforts to cure such breach has been established by an arbitration thereunder and, if such breach can be [**] = 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. cured by the payment of money or the taking of specific remedial actions, the breaching party does not pay the amount so determined to be due within [**] of receipt of the 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 termination shall only be effective, on a country-by-country basis with respect to the countries as to which such material breach occurred. In the case of any uncured material breach by Microbia, in lieu of termination of this Agreement, Forest may terminate Microbia’s Operational Rights hereunder. Notwithstanding anything to the contrary set forth herein but subject to the limitations set forth in Section 2.4 or Article 711.6, the allegedly breaching Party termination shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within deemed to relieve a defaulting party from any liability arising from such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such Partydefault.

Termination for Material Breach. Either (a) If either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if “Non-Breaching Party”) believes that the other Party has materially breached or defaulted (the “Breaching Party”) is in the performance material breach of any relevant obligations under this Agreement or failed (other than with respect to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in use Commercially Reasonable Efforts under Section 2.4 1.4 or Article 7Section 4.3, which is governed by Section 9.2.3 below), then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party. In such notice, the allegedly breaching Non-Breaching Party shall have ten will identify the actions or conduct that it wishes such Breaching Party to take for an acceptable and prompt cure of such breach (10) days 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 Breaching Party with respect to the actions that it may need to take to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7If the breach is curable, the allegedly breaching Breaching Party shall will have sixty ninety (6090) 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 sixty ninety (6090) day period, to deliver to the other Non-Breaching Party a plan for curing such breach that 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) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten day or thirty (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (9030) day period, as applicable. If , or (b) use Commercially Reasonable Efforts to carry out the Parties cannot agree as to whether a breach existsplan and cure the breach, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Non-Breaching Party may terminate this Agreement effective immediately upon in its entirety if such breach relates to this Agreement in its entirety, or in relevant part if such breach does not relate to this Agreement in its entirety, by providing written notice to such the Breaching Party.

Termination for Material Breach. Either Upon and subject to the terms and conditions of this Section 19.5, this Agreement shall be terminable by a Party may terminate this Agreement, on a Licensed Product by Licensed Product product-by-product basis with respect to the entire Territory for a particular IL-1 Product, or on a country-by-country basis with respect to any particular Co-Promotion Country, Co-Branding Country or Co-Marketing Country, upon written notice to the other Party, (along i) with respect to the relevant Development Compound)entire Territory for a particular IL-1 Product, if the other Party has materially breached or defaulted in the performance commits a material breach of any relevant obligations under this Agreement that is material to the Parties' collaboration with respect to such IL-1 Product as contemplated by this Agreement taken as a whole, or failed (ii) with respect to use Diligent Efforts a particular Co-Promotion Country, Co-Branding Country or Co-Marketing Country for a particular IL-1 Product if the other Party commits a material breach of this Agreement that is material to the Parties' collaboration with respect to such IL-1 Product in the performance of any relevant obligations under such Co-Promotion Country, Co-Branding Country or Co-Marketing Country, as applicable, as contemplated by this Agreement. Such notice of termination shall set forth in reasonable detail the facts underlying or constituting the alleged breach (and specifically referencing the provisions of this Agreement alleged to have been breached), and the non-breaching Party has provided written termination which is the subject of such notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within effective ninety (90) days from receipt of after the date such notice of breach. If is given unless the breaching Party does not cure the shall have cured such breach before the expiration of ten (10), sixty (60) or within such ninety (90) daysday period (or, as applicableif such material breach, after receipt of the written notice specifying the basis for terminationby its nature, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or 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 applicable. If the Parties canbreaching party is using diligent efforts to cure such breach, in which event if such breach has not agree as to whether a breach existsbeen cured, the dispute shall be resolved pursuant to Article 15, and no such termination shall be effective until on the matter is so resolvedearlier 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). In Notwithstanding the event that either Party files for protection under bankruptcy lawsforegoing, makes an assignment for in the benefit case of creditors, appoints or suffers appointment breach of a receiver or trustee over its propertypayment obligation hereunder, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty the ninety (6090) day period referred to in the immediately preceding sentence shall instead be thirty (30) days of (and the filing thereof, then immediately preceding parenthetical clause in the other Party may terminate this Agreement effective immediately upon written notice to such Party.preceding sentence shall not apply). As

Termination for Material Breach. Either Party may shall have the right to terminate this Agreement, on a Licensed Product by Licensed Product basis (along with Agreement in the relevant Development Compound), if event the other Party has materially breached or materially defaulted in the performance of any relevant of its obligations under this Agreement hereunder which breach or failed to use Diligent Efforts default is material in the performance overall context of any relevant obligations under this the Agreement, and such breach has continued for ninety (90) days after written notice thereof was provided to the breaching Party by the non-breaching Party has provided written notice which clearly describes the remedies that the non-breaching Party intends to apply should the breach remain uncured. Any such termination shall become effective at the end Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the other Party specifying Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the basis for the terminationSecurities Exchange Act of 1934, as amended. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure CONFIDENTIAL TREATMENT REQUESTED of such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10)day period if, sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon prior to the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicablethe breaching Party has not cured any such breach or default, provided, that with respect to a breach of such Party’s Commercially Reasonable Efforts obligations to Develop or Commercialize the Product, such cure period shall be 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 communicated to the non-breaching Party, a remediation plan reasonably designed to cure such breach or default within a reasonable period of time (which plan is reasonably acceptable to the non-breaching Party) and such breaching Party continues to diligently use Commercially Reasonable Efforts to implement such plan throughout such period. If the Parties cannot agree as allegedly breaching Party disputes the breach and provides written notice of that dispute to whether a breach existsthe other Party, the dispute matter shall be resolved pursuant to Article 15addressed under the dispute resolution provisions in Section 13.3, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other notifying Party may not terminate this Agreement effective immediately upon written notice 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 Partyterminate this Agreement with respect to either the entire 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 European Union.

Termination for Material Breach. Either Party may terminate this AgreementIf [***], on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and then the non-breaching Party has provided written may deliver notice of such breach to the other Party specifying stating the basis for the terminationcause, and proposed remedy if any. For a failure to make a payment set forth in Section 2.4 or Article 7all such [***], the allegedly breaching Party shall have ten (10) days [***] from such notice to dispute or cure such breach, provided that if such breach is not reasonably capable of cure within such [***] period, but is capable of cure within [***] from such notice, the breaching Party may submit, within [***] of such notice, a reasonable cure plan to remedy such breach as soon as possible and in any event prior to the end of such [***] period, and, upon such submission, the [***] cure period shall be automatically extended for so long as the breaching Party continues to use diligent efforts to cure such breachbreach in accordance with the cure plan, but for no more than [***] additional days. For all breaches other than a failure to make a payment set forth If [***], the matter shall be addressed under the dispute resolution provisions in Section 2.4 or Article 715, and the termination shall not become effective unless and until it has been determined under Article 15 that the allegedly breaching Party shall have sixty (60) days is in material breach of this Agreement and has failed to either cure such breach orwithin the time periods provided in this Section 14.2(b); provided that [***], if either Party disputes [***], the Parties agree to resolve the dispute as expeditiously as possible under Article 15, but in any event within [***] days after the occurrence of 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 effect and the Parties shall continue to perform all of their respective obligations hereunder. A [***] shall be treated as a material breach of this Agreement and notwithstanding the foregoing provisions in this Section 14.2(b), [***] shall have [***] days to cure cannot be reasonably effected any breach [***]; provided that, if a government or regulatory action (or inaction) prevents [***] within such sixty (60) [***] day period, the Parties shall discuss in good faith to deliver to the other Party a plan for curing extend such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) [***] day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolvedTHIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such Party.REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL

Termination for Material Breach. 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 AgreementAgreement by providing [**] days’ prior written notice ([**] days’ prior written notice with respect to any payment breach) to the Breaching Party, on a Licensed Product by Licensed Product basis specifying the material breach. The termination shall become effective at the end of the [**] day (along or, with respect to any payment breach, [**] day) period unless (a) the relevant Development Compound)Breaching Party cures such breach during such [**] day (or, if with respect to any payment breach, [**] day) period (unless the Party owing payment believes in good faith that such payment is not due and has notified the other Party has materially breached or defaulted thereof (including the basis of its good faith belief in the performance of reasonable detail) and paid any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided written notice undisputed amount to the other Party specifying the basis for the termination. For a failure to make a payment set forth Party, in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, which case the dispute shall be resolved pursuant to settled in accordance with Article 15XIII, and no termination this Agreement shall not be effective until terminated as long as the matter dispute is so resolved. In the event pending), or (b) solely with respect to a breach that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged a payment breach, if such breach is not susceptible to cure within sixty (60[**]) days of the filing thereofreceipt of written notice of the breach, then the other Breaching Party may terminate is diligently pursuing a cure (unless such breach, by its nature, is incurable, in which case this Agreement effective may be terminated immediately) and effects such cure within an additional [**] days after the end of such [**] day period. It is understood and agreed that a private, non-public request to amend or waive a restriction set forth in Exhibit E communicated by a senior executive at XXXXXX only to a senior executive of MERRIMACK and which MERRIMACK reasonably determines, after consultation with legal counsel, does not require public disclosure by MERRIMACK pursuant to applicable Law shall not constitute a material breach of this Agreement; provided, however, that XXXXXX shall immediately withdraw any such request for an amendment or waiver of a restriction set forth in Exhibit E upon written notice instruction from MERRIMACK (with failure to so withdraw any such Partyrequest constituting a material breach of this Agreement).

Termination for Material Breach. Either Upon any material breach of this Agreement by OncoC4 or BioNTech (the Party may terminate this Agreementso allegedly breaching, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound“Allegedly Breaching Party”), if the other Party has materially breached or defaulted (the “Non-Breaching Party”) will have the right, but not the obligation, to terminate this Agreement in its entirety by providing (i) at least [***] days’ written notice to the performance Allegedly Breaching Party with respect to any breach of any relevant obligations payment obligation under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided (ii) at least [***] days’ written notice to the Allegedly Breaching Party with respect to any other Party specifying 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 for of such termination, and (C) clearly state the terminationNon-Breaching Party’s intent to terminate this Agreement if the alleged breach is not cured within the applicable cure period. For material breaches not capable of cure within [***] days that may be alleged, but excluding breaches in the form of a failure to make pay an amount due or a payment set forth in breach of Section 2.4 2.6, 3.2(e) or Article 715.17, the allegedly breaching [***] day cure period shall be extended to such 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 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 13.3(a) and following such [***] day period the Non-Breaching Party shall have ten (10) days the right, but not the obligation, to cure such breachterminate this Agreement on at least [***] days’ prior written notice. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach orThe termination, if cure cannot be reasonably effected within such sixty (60) day perioddisputed, to deliver to will become effective at the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt end of the notice period (or if applicable such extended cure period) unless the Allegedly Breaching Party cures such breach during such notice period; provided, however, that (i) Non-Breaching Party may, by notice to the Breaching Party, propose a later date for such termination in order to facilitate an orderly transition of breach. If activities relating to Licensed Products in which case Section 13.4(c) shall apply mutatis mutandis, and (ii) if the breaching Party does not termination is disputed, then the notice and cure periods under this Section 13.3(a) and the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt right of the written notice specifying the basis for termination, the Parties to terminate this Agreement shall be tolled, and otherwise this Agreement and the Parties’ rights hereunder (including the Exclusive License and if still in effect 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 will not terminate based upon the expiration results of the ten dispute resolution (10i.e., in accordance with the arbitral award), sixty (60. In no event shall this Agreement be terminated by a termination under this Section 13.3(a) or ninety (90) day period, as applicable. If the Parties cannot agree as while dispute resolution with respect to whether a breach exists, the dispute shall be resolved pursuant Party is entitled to Article 15, and no termination shall be effective until the matter terminate under this Section 13.3(a) is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such Partyongoing.

Termination for Material Breach. Either Party This Agreement may terminate this Agreement, be terminated effective immediately on a Licensed Product country-by-country basis by Licensed Product basis (along with written notice by either Party at any time during the relevant Development Compound), Term if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under breaches this Agreement, which breach remains uncured for [***] days measured from the date written notice of such breach is given to the breaching Party, which notice 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 non-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 remediation plan as long as the breaching party continues to use Commercially Reasonable Efforts to pursue the cure as provided in such remediation plan. In the event the Parties dispute in good faith the existence of a material breach or a Party’s diligence in attempting to cure a material breach, termination of this Agreement shall not be deemed to occur unless and until such dispute has provided written notice to been referred for resolution in accordance with Section 12.1.2 hereof, material breach of the other Party specifying the basis for the termination. For a Agreement or failure to make diligent efforts to cure such breach has been established by an arbitration thereunder and, if such breach can be cured by the payment of money or the taking of specific remedial actions, the breaching party does not pay the amount so determined to be due within [***] days of receipt of the arbitration decision or otherwise diligently undertake and complete such remedial actions within the timeframe established by such arbitration decision. In the event a payment material breach affects only certain but not all countries in the Territory, the remedy of termination shall only be effective, on a country-by-country basis with respect to the countries as to which such material breach occurred. In the case of any uncured material breach by Microbia, in lieu of termination of this Agreement, Forest may terminate Microbia’s Operational Rights hereunder. Notwithstanding anything to the contrary set forth herein but subject to the limitations set forth in Section 2.4 or Article 711.6, the allegedly breaching Party termination shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within deemed to relieve a defaulting party from any liability arising from such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such Partydefault.

Termination for Material Breach. Either Party may shall have the right to terminate this Agreement, on a Licensed Product by Licensed Product basis (along with Agreement in the relevant Development Compound), if event the other Party has materially breached or materially defaulted in the performance of any relevant of its obligations under this Agreement hereunder which breach or failed to use Diligent Efforts default is material in the performance overall context of any relevant obligations under this the Agreement, and such breach has continued for [***] days after written notice thereof was provided to the breaching Party by the non-breaching Party, which clearly describes the material breach and remedies (including, for avoidance of doubt, termination of the Agreement) that the non-breaching Party has provided written notice intends to apply should the breach remain uncured. Any such termination shall become effective at the end of such [***] day period if, prior to the other expiration of the [***] day period, the breaching Party specifying has not cured any such breach or default, provided, that with respect to a breach of such Party’s Commercially Reasonable Efforts obligations to Develop or Commercialize a Compound, such cure period shall be extended for a period not to exceed an additional [***] days in the basis for event such breaching Party has, within the terminationoriginal [***] day period prepared and communicated to the non-breaching Party, a remediation plan reasonably designed to cure such breach or default within a reasonable period of time (which plan is reasonably acceptable to the non-breaching Party) and such breaching Party continues to diligently use Commercially Reasonable Efforts to implement such plan throughout such period. For a failure to make a payment set forth in Section 2.4 or Article 7, If the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, disputes the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver and provides written notice of that dispute to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for terminationParty, the Agreement matter shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, be addressed under the dispute shall be resolved pursuant to Article 15resolution provisions in Section 17.2, and no termination shall be effective the notifying Party may not terminate this Agreement until it has been finally determined under Section 17.2 that the matter is so resolvedAgreement was materially breached as described above. In the event that either the breach is limited to one or more Compounds, the non-breaching Party files for protection under bankruptcy laws, makes an assignment for will have the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may right to terminate this Agreement effective immediately upon written notice solely with respect to such Partythe applicable Compound(s).

Termination for Material Breach. Either Upon any material breach of this Agreement by a Party may (the “Breaching Party”), the other Party (the “Non-Breaching Party”) will have the right, but not the obligation, to terminate this Agreement in its entirety upon written notice of termination to the other Party, provided that such termination will not be effective if such breach has been cured within [***] after written notice has been given by the Non-Breaching Party to the Breaching Party of the applicable breach, and, further provided that, the Non-Breaching Party may, by notice to the Breaching Party, designate a later date for such termination in order to facilitate an orderly transition of activities relating to 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 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. of such notice; 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, (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 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 will exceed [***] without the consent of the Non-Breaching Party; and (ii) if the Breaching Party disputes that it has materially breached this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound)dispute will be resolved pursuant to ‎Article 12. Notwithstanding the foregoing, if the other Breaching Party has materially breached disputes, acting reasonably and in good faith, the existence, materiality, or defaulted in the performance 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 obligations under cure period, the Non-Breaching Party will not have the right to terminate this Agreement or failed in accordance with this Section ‎10.3, unless and until the relevant dispute has been resolved. Any such dispute will be resolved pursuant to use Diligent Efforts the dispute resolution procedure set forth in ‎Article 12. It is understood and acknowledged that during the performance pendency of such dispute, all the terms and conditions of this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder. Further, notwithstanding any relevant obligations under provision to the contrary set forth in this Agreement, and the non-breaching Party has provided written notice to the other Party specifying extent a material breach involves the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7when due, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot must be reasonably effected cured within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, [***] after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as thereof is given by Arrowhead to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such PartyGSK.

Termination for Material Breach. Either This Agreement may be terminated effective immediately by written notice by either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with at any time during the relevant Development Compound), Term if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under breaches this Agreement, which breach remains uncured for [**] days measured from the date written notice of such breach is given to the breaching Party by the non-breaching Party, which notice will specify the nature of the breach and demand its cure; provided, however, that if such breach is not capable of being cured within the stated period and the breaching Party uses Commercially Reasonable Efforts to cure such breach during such period and presents a mutually agreeable remediation plan for such breach, this Agreement will not terminate and the cure period will be extended for such period provided in the remediation plan as long as the breaching party continues to use Commercially Reasonable Efforts to pursue the cure as provided in such remediation plan. Further, in the case of a dispute during the cure period with respect to whether a material breach has occurred, the non-breaching Party has provided written notice shall not have the right to terminate this Agreement until it complies with the other Party specifying the basis for the termination. For a failure to make a payment applicable dispute resolution procedures hereunder, including those set forth in Section 2.4 or Article 712.1.2, and the allegedly breaching Party shall have ten (10) dispute has been resolved pursuant to such procedures and breach remains uncured [**] days after the final resolution of the dispute through such dispute resolution procedures. Notwithstanding anything to cure such breach. For all breaches other than a failure the contrary set forth in this Agreement but subject to make a payment the limitations set forth in Section 2.4 or Article 711.6, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cantermination will not be reasonably effected within deemed to relieve a defaulting party from any liability arising from such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such Partydefault.

Termination for Material Breach. Either If either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if believes that the other Party has materially breached or defaulted is in the performance breach of any relevant its material obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreementhereunder, and then the non-breaching Party has provided written may deliver notice of such breach to the other Party specifying which notice shall clearly mention the basis for remedies that the terminationnon-breaching Party intends to apply should the breach remain uncured. For a failure to make a payment set forth in Section 2.4 or Article 7, the The allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the such notice of to dispute or cure such breach. If (A) the breaching Party does not receiving notice of breach fails to cure such breach, or fails to dispute any of the matters described in the next sentence, within such ninety (90)-day period and (B) (i) the uncured material breach before the expiration is a breach of ten one or more payment obligations totaling *** (10), sixty ***) *** Euros (60€***) or ninety more, or (90ii) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties uncured material breach cannot agree as to whether be adequately remedied through a breach exists, the dispute shall be resolved pursuant to Article 15, combination of specific performance and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit payment of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereofmoney damages, then the other non breaching Party may terminate this Agreement in its entirety. If the allegedly breaching Party in good faith disputes such material breach or disputes the failure to cure or remedy such material breach or the satisfaction of the conditions set forth in subclause (B) and provides written notice of that dispute to the other Party, the matter shall be addressed under the dispute resolution provisions in Article 14, and the notifying Party may not terminate this Agreement until it has been determined under Article 14 that the conditions for termination of this Section 11.4 are met, in which case, such termination shall then be effective immediately upon written notice notification from the notifying Party to the breaching Party. For clarification purpose, for Servier’s material breach of its obligations set forth in Sections 3.6 and 5.4, EOS shall only be permitted to terminate the Agreement with respect to those countries to which such Partybreach relates; provided, that with respect to the European Union, Without prejudice to EOS’right of indemnification to seek damages and other remedies hereunder, EOS shall not be permitted to terminate the Agreement pursuant to this Section 11.4 if Servier performs its obligations set forth in Sections 3.6 or 5.4 in at least one country of the European Union.

Termination for Material Breach. Either If either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if believes that the other Party has materially breached or defaulted is in the performance breach of any relevant its material obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreementhereunder, and then the non-breaching Party has provided written may deliver notice of such breach (“Breach Notice”) to the other Party. If the Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days receiving notice of breach fails to cure such breachmaterial breach within the applicable period set forth below, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the other Party. For all breaches other than a failure to make a payment as set forth in Section 2.4 or Article 7this Agreement, the allegedly breaching Party shall have sixty (60) [*] days from such Breach Notice to either cure such breach, provided, however, that if any breach oris not reasonably curable within [*] days and the allegedly breaching Party is making a bona fide effort to cure such breach, if cure cannot such termination will be reasonably effected within such sixty (60) day period, delayed for a time period to deliver be agreed by both Parties in order to permit the other allegedly breaching Party a plan for curing reasonable period of time to cure such breach, not to exceed an additional [*] days. For any breach that arising from a failure to make a payment set forth in this Agreement, the cure period will be [*] days and such cure period will be tolled pending resolution of any bona fide dispute between the Parties as to whether such payment is reasonably sufficient due. In the event Sangamo believe Pfizer has failed to effect make a cure payment, Sangamo will provide Pfizer with written notice and both Parties will use reasonable efforts to convene their finance personnel to resolve such dispute within ninety (90) [*] days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicablenotice. If the Parties cannot agree as to whether a breach exists, the resolution for such bona fide dispute shall be or such dispute is resolved pursuant to Article 15Section 16.6, and no termination any amounts due as part of such resolution shall be effective until the matter is so resolvedpaid within [*] days thereafter. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such Party.c)

Termination for Material Breach. Either Party may terminate this AgreementIf [***], on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and then the non-breaching Party has provided written may deliver notice of such breach to the other Party specifying stating the basis for the terminationcause, and proposed remedy if any. For a failure to make a payment set forth in Section 2.4 or Article 7all such [***], the allegedly breaching Party shall have ten (10) days [***] from such notice to dispute or cure such breach, provided that if such breach is not reasonably capable of cure within such [***] period, but is capable of cure within [***] from such notice, the breaching Party may submit, within [***] of such notice, a reasonable cure plan to remedy such breach as soon as possible and in any event prior to the end of such [***] period, and, upon such submission, the [***] cure period shall be automatically extended for so long as the breaching Party continues to use diligent efforts to cure such breachbreach in accordance with THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. For all breaches other REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 44 EXHIBIT 10.15 Execution Version CONFIDENTIAL the cure plan, but for no more than a failure to make a payment set forth [***] additional days. If [***], the matter shall be addressed under the dispute resolution provisions in Section 2.4 or Article 715, and the termination shall not become effective unless and until it has been determined under Article 15 that the allegedly breaching Party shall have sixty (60) days is in material breach of this Agreement and has failed to either cure such breach orwithin the time periods provided in this Section 14.2(b); provided that [***], if either Party disputes [***], the Parties agree to resolve the dispute as expeditiously as possible under Article 15, but in any event within [***] days after the occurrence of 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 effect and the Parties shall continue to perform all of their respective obligations hereunder. A [***] shall be treated as a material breach of this Agreement and notwithstanding the foregoing provisions in this Section 14.2(b), [***] shall have [***] days to cure cannot be reasonably effected any breach [***]; provided that, if a government or regulatory action (or inaction) prevents [***] within such sixty (60) [***] day period, the Parties shall discuss in good faith to deliver to the other Party a plan for curing extend such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) [***] day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such Party.

Termination for Material Breach. Either Party This Agreement may terminate this Agreement, be terminated effective immediately on a Licensed Product country-by-country basis by Licensed Product basis (along with written notice by either Party at any time during the relevant Development Compound), Term if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under breaches this Agreement, which breach remains uncured for [**] days measured from the date written notice of such breach is given to the breaching Party, which notice 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 non-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 remediation plan as long as the breaching party continues to use Commercially [**] = 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 written notice in such remediation plan. In the event the Parties dispute in good faith the existence of a material breach or a Party’s diligence in attempting to cure a material breach, termination of this Agreement shall not be deemed to occur unless and until such dispute has been referred for resolution in accordance with Section 12.1.2 hereof, material breach of the other Party specifying the basis for the termination. For a Agreement or failure to make diligent efforts to cure such breach has been established by an arbitration thereunder and, if such breach can be cured by the payment of money or the taking of specific remedial actions, the breaching party does not pay the amount so determined to be due within [**] days of receipt of the arbitration decision or otherwise diligently undertake and complete such remedial actions within the timeframe established by such arbitration decision. In the event a payment material breach affects only certain but not all countries in the Territory, the remedy of termination shall only be effective, on a country-by-country basis with respect to the countries as to which such material breach occurred. In the case of any uncured material breach by Microbia, in lieu of termination of this Agreement, Forest may terminate Microbia’s Operational Rights hereunder. Notwithstanding anything to the contrary set forth herein but subject to the limitations set forth in Section 2.4 or Article 711.6, the allegedly breaching Party termination shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within deemed to relieve a defaulting party from any liability arising from such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such Partydefault.

Termination for Material Breach. Either Party may shall have the right to terminate this Agreement, on a Licensed Product by Licensed Product basis (along with Agreement in the relevant Development Compound), if event the other Party has materially breached or materially defaulted in the performance of any relevant of its obligations under this Agreement hereunder which breach or failed to use Diligent Efforts default is material in the performance overall context of any relevant obligations under this the Agreement, and such breach has continued for ninety (90) days after written notice thereof was provided to the breaching Party by the non-breaching Party has provided written notice to which clearly describes the other Party specifying remedies that the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly non-breaching Party intends to apply should the breach remain uncured. Any such termination shall have ten (10) days to cure become effective at the end of such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10)day period if, sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon prior to the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicablethe breaching Party has not cured any such breach or default, provided, that with respect to a breach of such Party’s Commercially Reasonable Efforts obligations to Develop or Commercialize the Product, such cure period shall be 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 communicated to the non-breaching Party, a remediation plan reasonably designed to cure such breach or default within a reasonable period of time (which plan is reasonably acceptable to the non-breaching Party) and such breaching Party continues to diligently use Commercially Reasonable Efforts to implement such plan throughout such period. If the Parties cannot agree as allegedly breaching Party disputes the breach and provides written notice of that dispute to whether a breach existsthe other Party, the dispute matter shall be resolved pursuant to Article 15addressed under the dispute resolution provisions in Section 13.3, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other notifying Party may not terminate this Agreement effective immediately upon written notice 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 Partyterminate this Agreement with respect to either the entire 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 European Union.

Termination for Material Breach. Either If either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or defaulted in the performance more of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant its material obligations under this Agreement, and then the nonNon-breaching Breaching Party has provided written may deliver notice of such material breach to the other Breaching Party specifying (a “Default Notice”). If the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Breaching Party shall have ten (10) days fails to cure such breach. For all breaches other than a failure to make a breach within [***] days (or [***] days for non-payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60obligations) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for terminationDefault Notice, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Non-Breaching Party may terminate this Agreement effective immediately upon written notice to the Breaching Party unless such Partybreach is of a nature that [***] days is not adequate time to cure, in which case such Breaching Party shall have such longer period as reasonably required to effect such cure so long as it is demonstrably working to achieve such cure and otherwise in good standing pursuant to this Agreement; provided, that in no event shall such extended cure period exceed [***]days; provided, further, in the event the Breaching Party has initiated a dispute resolution pursuant to Section 11.6, the Non-Breaching Party shall not terminate the Agreement until a final determination that Breaching Party is in material breach of this Agreement. Licensor agrees that Licensee’s termination of (i) employment of any employee and/or (ii) all work for Licensee of any agent who is or becomes a Debarred Individual, Excluded Individual, or a Convicted Individual or is listed on the FDA’s Disqualified/Restricted List shall be considered a cure of any breach of Licensee’s representations, warranties and/or covenants concerning such employee or agent, as set forth in Section 8.3.3. Notwithstanding the foregoing, if the material breach and failure to cure contemplated by this Section 10.2 is with respect to Licensor’s Commercialization diligence obligations under Section 3.4.2, with respect to any Country, Licensor shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to such Country; provided, if the material breach is as to a Major Market, then such material breach shall be deemed a material breach as to this Agreement taken as a whole. [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

Termination for Material Breach. Either Without prejudice to any remedy or claim it may have against the other Party may terminate for material breach or non-performance of this Agreement, on a Licensed Product by Licensed Product basis (along with either Party shall have the relevant Development Compound), if right to terminate this Agreement in the event that the other Party has fails to materially breached comply with or defaulted in the performance perform any material provision of any relevant obligations under this Agreement or failed to use Diligent Efforts (the "Breach") in accordance with the performance of any relevant obligations under this Agreementfollowing provisions: If the Breach by its nature is not curable, and the non-breaching Party has provided written shall have the right to terminate this Agreement with immediate effect by giving the breaching Party notice of any such non-curable Breach, specifying such non-curable Breach in reasonable detail and stating that it terminates this Agreement, such termination Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. right to be exercised within a period of [***] days following the date as of which the terminating Party receives knowledge of any such Breach. If the Breach by its nature is curable, the non-breaching Party shall notify the breaching Party of any such curable Breach in writing, specifying such curable Breach in reasonable detail and stating its intention to terminate this Agreement, if the Breach is not cured as set out according to Section 14.2.1(c) (the "Reminder"). In the event that the breaching Party either (i) fails to cure such curable Breach within a period of [***] days following receipt by the other Party specifying of such Reminder (the basis for "Remedy Period"); or in the termination. For a failure event that any such curable Breach pertains to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches obligations other than the payment of monies, (ii) fails to establish, to the reasonable satisfaction of the other Party, that it is diligently and actively pursuing a failure to make a payment set forth in Section 2.4 cure at the expiration of such Remedy Period; or Article 7, the allegedly breaching Party shall have sixty (60iii) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient expected to effect a cure within ninety (90) such Remedy Period; the other Party shall be entitled to terminate this Agreement within a period of [***] days from receipt following the expiry of the notice of breach. If such Remedy Period with immediate effect by giving the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolvednotice. In the event that either Party files for protection the breaching Party, under bankruptcy lawsthe circumstances referred to under Section 14.2.1(c) (ii) above, makes an assignment for can establish to the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days reasonable satisfaction of the filing thereofother 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 an additional [***] days (the "Extended Remedy Period"). In the event that the breaching Party has not cured the curable Breach by the end of such Extended Remedy Period, the other Party may terminate this Agreement effective immediately upon written notice to exercise its termination right for Breach within a period of [***] days following the expiry of such PartyExtended Remedy Period by giving the breaching Party notice.

Termination for Material Breach. Either Party may terminate this Subject to the terms and conditions of the Agreement, on a Licensed Product by Licensed Product basis either party (along with the relevant Development Compound), if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided "terminating party") may provide written notice of material breach to the other Party specifying party ("breaching party"). The terminating party may then terminate the basis Agreement for the material breach by providing written notice of termination. For , if such breach remains uncured for a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten period of thirty (1030) days following such notice of breach; provided, however, that (i) such right to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, terminate shall lapse if the allegedly breaching Party shall have sixty (60) days to either cure party cures such breach orprior to exercise of such right to terminate, if cure cannot be reasonably effected within such sixty and (602) day periodif, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from following receipt of the notice of breach. If , the breaching Party does not party promptly begins and diligently prosecutes a reasonable cure of such breach, then the breach before breaching party may dispute the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt materiality of the written notice specifying breach, and the basis grounds for termination, the Agreement shall terminate upon the expiration under Section 15 of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolvedthis Agreement. In the event of such a dispute, the termination will not take effect until an arbitrator has determined that either Party files for protection under bankruptcy lawsthe agreement is in material breach, makes an assignment for although, in such event, the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days termination will be deemed to have taken effect as of the filing thereofdate of the original notice of termination. In particular, then and without limitation of the other Party may terminate foregoing, this Agreement effective immediately upon written notice may be declared in material breach if (a) SunGard misses an Initial Conversion Date or Software contains a Class One Non-Conformity which constitutes a SunGard-Caused Non-Conformity and SunGard fails to promptly provide a reasonable correction or work-around; (b)(i) SunGard fails to meet an SDS schedule or Software contains a Class Two Non-Conformity which constitutes a SunGard-Caused Non-Conformity, (ii) such Partyfailure is material and is particularly egregious or damaging, and (iii) SunGard fails to promptly cure such failure within a reasonable period under the circumstances; (c) FTIS fails to make payment to SunGard, subject to the provisions of Section 9.6; or (d) FTIS fails to process Accounts on the Software as contemplated by Section 13.3, and such failure is particularly egregious or damaging and FTIS fails to promptly cure such failure within a reasonable period under the circumstances.

Termination for Material Breach. Either If either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if believes that the other Party has materially breached or defaulted is in the performance breach of any relevant its material obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreementhereunder, and then the non-breaching Party has provided written may deliver notice of such breach (“Breach Notice”) to the other Party. If the Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days receiving notice of breach fails to cure such breachmaterial breach within the applicable period set forth below, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the other Party. For all breaches other than a failure to make a payment as set forth in Section 2.4 or Article 7this Agreement, the allegedly breaching Party shall have sixty (60) [*] days from such Breach Notice to either cure such breach, provided, however, that if any breach oris not reasonably curable within [*] days and the allegedly breaching Party is making a bona fide effort to cure such breach, if cure cannot such termination will be reasonably effected within such sixty (60) day period, delayed for a time period to deliver be agreed by both Parties in order to permit the other allegedly breaching Party a plan for curing reasonable period of time to cure such breach, not to exceed an additional [*] days. For any breach that arising from a failure to make a payment set forth in this Agreement, the cure period will be [*] days and such cure period will be tolled pending resolution of any bona fide dispute between the Parties as to whether such payment is reasonably sufficient due. In the event Sangamo believe Pfizer has failed to effect make a cure payment, Sangamo will provide Pfizer with written notice and both Parties will use reasonable efforts to convene their finance personnel to resolve such dispute within ninety (90) [*] days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicablenotice. If the Parties cannot agree as to whether a breach exists, the resolution for such bona fide dispute shall be or such dispute is resolved pursuant to Article 15Section 16.6, and no termination any amounts due as part of such resolution shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged paid within sixty (60) [*] days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such Partythereafter.

Termination for Material Breach. Either This Agreement may be terminated effective immediately by written notice by either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with at any time during the relevant Development Compound), Term if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under breaches this Agreement, which breach remains uncured for [**] days measured from the date written notice of such breach is given to the breaching Party by the non-breaching Party, which notice will specify the nature of the breach and demand its cure; provided, however, that if such breach is not capable of being cured within the stated period and the breaching Party uses Commercially Reasonable Efforts to cure such breach during such period and presents a mutually agreeable remediation plan for such breach, this Agreement will not terminate and the cure period will be extended for such period provided in the remediation plan as long as the breaching party continues to use Commercially Reasonable Efforts to pursue the cure as provided in such remediation plan. Further, in the case of a dispute during the cure period with respect to whether a material breach has occurred, the non-breaching Party has provided written notice shall not have the right to terminate this Agreement until it complies with the other Party specifying the basis for the termination. For a failure to make a payment applicable dispute resolution procedures hereunder, including those set forth in Section 2.4 or Article 710.1.2, and the allegedly breaching Party shall have ten (10) dispute has been resolved pursuant to such procedures and breach remains uncured [**] days after the final resolution of the dispute through such dispute resolution procedures. Notwithstanding anything to cure such breach. For all breaches other than a failure the contrary set forth in this Agreement but subject to make a payment the limitations set forth in Section 2.4 or Article 79.6, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cantermination will not be reasonably effected within deemed to relieve a defaulting party from any liability arising from such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt default. [**] = Portions of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved this exhibit have been omitted pursuant to Article 15, and no termination shall be effective until a confidential treatment request. An unredacted version of this exhibit has been filed separately with the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such PartyCommission.

Termination for Material Breach. Either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection (the “Breaching Party”) shall be in material default of any of its material obligations under bankruptcy lawsthis Agreement, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under in addition to any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement effective immediately upon in its entirety by *** (***) days prior written notice (the “Notice Period”) to the Breaching Party, specifying the breach and its claim of right to terminate; provided, that the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach complained about during the Notice Period (or, if such Party.default cannot be cured within such Notice Period, if the Breaching Party commences actions to cure such default within the Notice Period and thereafter diligently continues such actions). It is understood that termination pursuant to this Section 12.3 (Termination for Material Breach) shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages or other remedy under applicable law. If either Party initiates a dispute resolution procedure as permitted under this Agreement prior to the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, including any litigation following therefrom, the termination shall become effective only if and when such dispute is finally resolved through such dispute resolution procedure. This Section 12.3 (Termination for Material Breach) defines exclusively the Parties’ right to terminate in case of any material breach of this Agreement. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Termination for Material Breach. Either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound)basis, if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 74, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 74, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 1512, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such Party.

Termination for Material Breach. Either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound)party, if the other Party has materially breached or defaulted in the performance of any relevant compliance with its obligations under this Agreement or failed excused from compliance hereunder may terminate this Agreement if the other party is in default under this Agreement and such default is deemed material by the non-defaulting party in its reasonable judgment. In the event either party wishes to use Diligent Efforts terminate this Agreement for the reasons specified in this Section 11.3, such party (“Sending Party”) shall give written notice (“Remedy Notice”) to the performance of any relevant obligations other party (“Other Party”). The Remedy Notice must specifically state the reason or reasons why the Sending Party believes the Other Party is in material default under this Agreement and wishes to terminate this Agreement, and must request such Other Party to specify the nonact or acts which it will accomplish to cure the cited material defaults. The Other Party will have a period of forty-breaching Party has provided written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten five (1045) days from its receipt of the Remedy Notice to cure the cited material default, or if such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure material default cannot be reasonably effected within cured in such sixty forty-five (6045) day period, to deliver specify to the other Sending Party a plan for curing the act or acts which such breach that Other Party will accomplish in order to cure the cited material default. In the event the default is reasonably sufficient to effect a cure within ninety not cured by the end of such forty-five (9045) days from receipt of day period and the notice of breach. If the breaching Sending Party does not cure at the breach before end of such forty-five (45) day period approve the expiration of ten (10)acts, sixty (60) or ninety (90) daysif any, proposed by the Other Party as applicablecuring the cited material default, after receipt of which approval will not be unreasonably withheld, the Sending Party may then immediately terminate this Agreement by giving the Other Party another written notice specifying (“Termination Notice”) stating that this Agreement is terminated under the basis for terminationprovisions of this Section 11.3. In such event, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days upon receipt of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such PartyTermination Notice in accordance with Section 14.7.

Termination for Material Breach. Either Party may may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement, on a Licensed Product by Licensed Product basis (along with Agreement subject to ARTICLE 14 in the relevant Development Compound), if event that the other Party has (as used in this subsection, the "Breaching Party") shall have materially breached this Agreement or defaulted in the performance of any relevant of its obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreementhereunder, and not corrected the non-breaching Party has provided written situation following notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days and an opportunity to cure such breachas provided below. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching The Breaching Party shall have sixty (60) days of written notice thereof was provided to either cure the Breaching Party by the non-breaching Party to remedy such breach default (or, if cure such default cannot be reasonably effected cured within such sixty (60) -day period, the Breaching Party must commence actions to deliver cure such default during such 60-day period and thereafter diligently continue such actions). Any such termination shall become effective at the end of such 60-day period unless the Breaching Party has cured any such breach or default prior to the other expiration of such 60-day period (or, if such default is capable of being cured but cannot be cured within such 60-day period, the Breaching Party a plan for curing has commenced and diligently continued actions to cure such breach that is reasonably sufficient to effect a default provided always that, in such instance, such cure must have occurred within ninety (90) days from receipt of written notice thereof being provided to the notice of breach. If Breaching Party by the non-breaching Party does not cure the breach before the expiration of ten (10to remedy such default), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that one Party claims that the other Party has materially breached its obligations hereunder, and the Breaching Party (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 files for protection under bankruptcy lawsalleging such breach does not have the right to terminate this Agreement pursuant to this Section 13.02, makes an assignment for until it has been determined, pursuant to such dispute resolution procedure, that the benefit Breaching Party is in material breach of creditorsthis Agreement, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any and such petition filed against it which is not discharged Breaching Party further fails to cure such breach within sixty (60) days after the conclusion of any such procedure. For clarity, in the filing thereofevent of a material breach by MYLAN with respect to a particular ROW Country, then the other Party may THERAVANCE's right to terminate under this Agreement effective immediately upon written notice to such PartySection 13.02 would apply on a Country-by-Country basis as set forth in Section 5.04(f).

Termination for Material Breach. Either Party may (the “Non-Breaching Party”) may, without prejudice to any other remedies available to it under applicable Law or in equity, terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), Agreement if the other Party has (the “Breaching Party”) shall have materially breached or defaulted in the performance of its obligations hereunder, and such breach or default shall have continued [***] (or, in the case of a payment breach, [***] after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged breach. Subject to Section 9.2.3, any relevant obligations such termination of this Agreement under this Agreement Section 9.2.1 shall become effective at the end of [***], unless the Breaching Party has cured such breach or failed default prior to use Diligent Efforts in the performance expiration of any relevant obligations under this Agreement, and the such cure period. If a non-breaching Party has provided written notice payment related material breach or default is not susceptible to cure within the other Party specifying [***] cure period described above (the basis for “Initial Breach Cure Period”) (even with the termination. For a failure to make a payment set forth in Section 2.4 or Article 7use of Commercially Reasonable Efforts), the allegedly breaching Non-Breaching Party’s right to terminate this Agreement shall be suspended for up to an additional [***] (the “Additional Breach Cure Period”), only if the Breaching Party shall have ten (10a) days to cure such breach. For all breaches other than during the Initial Breach Cure Period, provides a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a written plan for curing such breach that is reasonably sufficient calculated to effect a cure during the Initial Breach Cure Period or the Additional Breach Cure Period, and (b) the material breach or default is cured within ninety (90) days from receipt 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 may require that the Executive Officers meet and confer in good faith to resolve such breach condition. The right of the notice either Party to terminate this Agreement, or a portion of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) daysthis Agreement, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement provided in this Section 9.2.1 shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under affected in any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to way by such Party’s waiver or failure to take action with respect to any previous default.

Termination for Material Breach. Either Party (the “Non-Breaching Party”) may terminate this Agreement, in its entirety or on a Licensed Product by Product-by-Licensed Product basis (along with or Research Program-by-Research Program basis, in the relevant Development Compound), if event the other Party has materially breached or defaulted in (the performance “Breaching Party”) commits a material breach of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and such material breach (excluding breaches of payment obligations) has not been cured [***] after receipt of written notice of such breach by the nonBreaching Party from the Non-breaching Breaching Party (the “Cure Period”). The Cure Period shall be [***] after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party for breaches of payment obligations. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 10.2 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or, if such material breach is not reasonably susceptible to cure within the Cure Period, then, the Non-Breaching Party’s right of termination shall be suspended only if, and for so long as, the Breaching Party has provided written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Non-Breaching Party a written plan for curing such breach that is reasonably sufficient calculated to effect a cure within ninety of such material breach, such plan is accepted by the Non-Breaching Party (90) days from receipt of the notice of breach. If the breaching Party does such acceptance not cure the breach before the expiration of ten (10to be unreasonably withheld, delayed or conditioned), sixty (60and the Breaching Party commits to and carries out such plan as provided to the Non-Breaching Party. Notwithstanding anything herein to the contrary, in the event that Flame’s material breach of this Agreement relates primarily to 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 Licensed Product(s) or ninety (90) days, Research Program. The right of either Party to terminate this Agreement as applicable, after receipt provided in this Section 10.2 shall not be affected in any way by such Party’s waiver of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as failure to whether a take action with respect to any previous breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolvedunder this Agreement. In the event that either the Breaching Party files for protection under bankruptcy lawsdisputes such material breach within the Cure Period in good faith, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any Parties shall resolve the dispute in accordance with the dispute resolution process set forth in ARTICLE 11 and the Cure Period shall be tolled until such petition filed against it which final determination is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such Partyreached.

Termination for Material Breach. Either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection (the “Breaching Party”) materially defaults in the performance of any of its material obligations under bankruptcy lawsthis Agreement relating to a particular Collaboration Combination or Licensed Combination, makes an assignment for other than the benefit of creditorsobligations set forth in Sections 3.3 or 4.1 hereof and other than a default described in Section 11.4, appoints or suffers appointment of a receiver or trustee over its property, files a petition under in addition to any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then other right and remedy the other Party (the “Complaining Party”) may have, the Complaining Party may terminate this Agreement effective immediately upon solely with respect to such Collaboration Combination or Licensed Combination by thirty (30) days prior written notice (the “Notice Period”) to the Breaching Party, specifying the breach and its claim of right to terminate, provided always that the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach complained about during the Notice Period (or, if such Partydefault cannot be cured within such thirty (30) day period, if the Breaching Party commences actions to cure such default within the Notice Period and thereafter diligently continues such actions). If either Party initiates a dispute resolution procedure as permitted under this Agreement within thirty (30) days following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, including any litigation following therefrom, the termination shall become effective only if and when allowed through such dispute resolution procedure finally resolved. This Section 11.2 defines exclusively the Parties’ right to terminate in case of any material breach of contract other than a breach of Section 3.3 or 4.1 hereof. Notwithstanding the foregoing, upon the third occurrence of a default by Fovea of a material obligation under this Agreement relating to a Collaboration Combination which default is not cured within the 30-day period described above, CombinatoRx may immediately terminate all grants to Fovea of Intellectual Property and any other licenses relating to all Licensed Combinations.

Termination for Material Breach. Either If either Party may terminate (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in material breach of this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound)Non-Breaching Party may deliver written notice of such material breach to the Breaching Party. If the breach is curable, if the other Breaching Party has materially breached or defaulted in the performance will have [**] following its receipt of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided such written notice to cure such breach (except to the other Party specifying extent such breach involves the basis for the termination. For a failure to make a payment when due, which breach must be cured within [**] following its receipt of such written notice). If the Breaching Party fails to cure such breach within such [**] or [**] period, as applicable, or the breach is not subject to cure, (a) the Non-Breaching Party may terminate this Agreement by providing written notice to the Breaching Party, in which case, this Agreement will terminate on the date on which the Breaching Party receives such written notice or (b) if the Non-Breaching Party is Vertex, Vertex may elect to exercise the alternate remedy provisions set forth in Section 2.4 or Article 79.3; provided, however, that if (i) the allegedly breaching Party shall have ten relevant breach (10A) days to cure such breach. For all breaches other than 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 (ii) the Breaching Party is making a bona fide effort to cure such breach, the Non-Breaching Party’s right to terminate this Agreement or Vertex’s right (as the Non-Breaching Party) to elect to exercise the alternate remedy provisions set forth in Section 2.4 or Article 7, 9.3 on account of such breach will be suspended for so long as the allegedly breaching Breaching Party shall have sixty (60) days is continuing to either make such bona fide effort to cure such breach or, and if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for terminationsuccessfully cured, the Agreement shall terminate upon Non-Breaching Party will no longer have the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as right to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice or Vertex (as the Non-Breaching Party) will no longer have the right to elect to exercise the alternate remedy provisions set forth in Section 9.3 on account of such Partybreach.

Termination for Material Breach. Either If either Party may terminate believes that the other is in material breach of its obligations hereunder or material breach of any representation or warranty set forth in this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and then the non-breaching Party has provided written may deliver notice of such breach to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breachParty. For all breaches other than a failure to make a payment as set forth in Section 2.4 or Article 7this Agreement, the allegedly breaching Party shall have sixty (60) [*] days from such notice to either dispute or cure such breach. For any breach orarising from a failure to make a payment set forth in this Agreement, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other allegedly breaching Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) shall have [*] days from the receipt of the notice of to dispute or cure such breach. If [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the breaching Party does not cure Securities and Exchange Commission pursuant to rule 24b-2 of the breach before the expiration Securities Exchange Act of ten (10), sixty (60) or ninety (90) days1934, as applicableamended. the Party receiving notice of breach fails to cure, after receipt of or fails to dispute, that breach within the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereofapplicable period set forth above, then the other Party originally delivering the notice of breach may terminate this Agreement effective immediately upon on written notice of termination to the other Party. If the allegedly breaching Party in good faith disputes such material breach or disputes the failure to cure or remedy such material breach and provides written notice of that dispute to the other Party within the applicable period set forth above, the matter shall be addressed under the dispute resolution provisions in Section 16.6, and the termination shall not become effective unless and until it has been determined under Section 16.6 that the allegedly breaching Party is in material breach of this Agreement. Notwithstanding the foregoing, if the material breach [*] and provided that such material breach [*] under this Section 13.2(b) shall [*] set forth in Section [*] with respect to such Party[*] except as provided in Section [*].

Termination for Material Breach. Either Party may terminate this AgreementIf [***], on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and then the non-breaching Party has provided written may deliver notice of such breach to the other Party specifying stating the basis for the terminationcause, and proposed remedy if any. For a failure to make a payment set forth in Section 2.4 or Article 7all such [***], the allegedly breaching Party shall have ten (10) days [***] from such notice to dispute or cure such breach, provided that if such breach is not reasonably capable of cure within such [***] period, but is capable of cure within [***] from such notice, the breaching Party may submit, within [***] of such notice, a reasonable cure plan to remedy such breach as soon as possible and in any event prior to the end of such [***] period, and, upon such submission, the [***] cure period shall be automatically extended for so long as the breaching Party continues to use diligent efforts to cure such breachbreach in accordance with CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. For all breaches other 44 EXHIBIT 10.15 Execution Version CONFIDENTIAL the cure plan, but for no more than a failure to make a payment set forth [***] additional days. If [***], the matter shall be addressed under the dispute resolution provisions in Section 2.4 or Article 715, and the termination shall not become effective unless and until it has been determined under Article 15 that the allegedly breaching Party shall have sixty (60) days is in material breach of this Agreement and has failed to either cure such breach orwithin the time periods provided in this Section 14.2(b); provided that [***], if either Party disputes [***], the Parties agree to resolve the dispute as expeditiously as possible under Article 15, but in any event within [***] days after the occurrence of 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 effect and the Parties shall continue to perform all of their respective obligations hereunder. A [***] shall be treated as a material breach of this Agreement and notwithstanding the foregoing provisions in this Section 14.2(b), [***] shall have [***] days to cure cannot be reasonably effected any breach [***]; provided that, if a government or regulatory action (or inaction) prevents [***] within such sixty (60) [***] day period, the Parties shall discuss in good faith to deliver to the other Party a plan for curing extend such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) [***] day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such Party.

Termination for Material Breach. Either Party (the “Terminating Party”) may terminate this AgreementAgreement in its entirety, or with respect to the applicable country or jurisdiction on a Licensed Product by Licensed Product basis (along with the relevant Development Compound)country-by-country or a jurisdiction-by-jurisdiction basis, if the other Party (the “Breaching Party”) has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party such material breach has provided written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure been cured within ninety (90) days from after receipt of the written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”); provided, however, that (a) the Terminating Party provides written notice of such material breach to the Breaching Party in sufficient detail to put the Breaching Party on notice of such material breach, and (b) if such breach is capable of being cured but cannot be cured within such Cure Period and the Breaching Party initiates substantial actions to cure such breach within such Cure Period and thereafter diligently pursues such actions, the Breaching Party shall have such additional period as is reasonable in the circumstances to cure such breach. If The written notice describing the breaching alleged material breach shall provide sufficient detail to put the Breaching Party does on notice of such material breach. For the purposes of this Section 10.3, the following are deemed to be a “material breach” of this Agreement (which, for the avoidance of doubt, shall be subject to the Cure Period and the procedures and requirements set forth in this Section 10.3): (a) with respect to Alimera as the Breaching Party, breach of Section 2.5; and (b) with respect to Ocumension as the Breaching Party, (i) breach of Section 2.6, (ii) breach of Section 3.11(d), filing patent applications by Ocumension or its Affiliates for inventions incorporating trade secrets or other confidential information of Alimera disclosed by Alimera to Ocumension as Product IP under this Agreement, or (iii) failure to make the payment described in Section 5.1 or the payments (that are not cure disputed in good faith) described in Section 5.2. Any termination of this Agreement pursuant to this Section 10.3 shall become effective upon written notice from the Terminating Party delivered no earlier than at the end of the Cure Period, unless the Breaching Party has cured any such material breach before prior to the expiration of ten (10)such Cure Period; provided, sixty (60) or ninety (90) dayshowever, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In in the event that either the Breaching Party files for protection disputes in good faith the breach alleged by the Terminating Party, this Agreement shall continue in full force and effect and each Party may continue to exercise its rights under bankruptcy lawsthis Agreement during any dispute resolution process set forth in Section 13.9 relating to such alleged breach, makes an assignment for except that the benefit Terminating Party may suspend the performance of creditorsits obligations under this Agreement until the conclusion of such dispute resolution process; provided further, appoints however, that in the event that the arbitrators decide that the alleged breach does not constitute a breach or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which the termination is not discharged within sixty (60) days of the filing thereofeffective, then the other Terminating Party may terminate shall compensate the alleged Breaching Party and its Affiliates for any and all Losses arising in connection with any inability to exercise any rights or suspension of performance under this Agreement effective immediately upon written notice to such PartyAgreement.

Termination for Material Breach. Either If either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or defaulted in the performance more of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant its obligations under this Agreement, and then the nonNon-breaching Breaching Party has provided written may deliver notice of such material breach to the other Breaching Party specifying the basis for nature of the terminationalleged breach in reasonable detail (a “Default Notice”). For a failure to make a payment set forth in Section 2.4 or Article 7Thereafter, the allegedly breaching Non-Breaching Party shall have ten (10) days the right EAST\151813552.1 Confidential Treatment has been granted for portions of this exhibit. The copy filed herewith omits certain information subject to cure the confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. to terminate this Agreement if the breach asserted in such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have Default Notice has not been cured within sixty (60) days to either cure after such breach orDefault Notice. Notwithstanding the foregoing, (i) if cure such material breach, by its nature, cannot be reasonably effected remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to deliver exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within an additional ninety (90) days from receipt 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 notice material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Non-Breaching Party may shall not be entitled to terminate this Agreement effective 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 shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately upon written notice to such Partypreceding sentence.

Termination for Material Breach. Either (i) If either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if believes in good faith that the other Party has materially breached or defaulted is in the performance material breach of any relevant its obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreementhereunder, and then the non-breaching Party has provided written may deliver notice of such breach to the other Party specifying stating the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breachcause and proposed remedy. For all breaches other than a failure to make a payment as set forth in Section 2.4 or Article 7this Agreement, the allegedly breaching Party shall have sixty (60) days [***] from such notice to either dispute or cure such breach, provided that if such breach is not reasonably capable of cure within such [***] period, but is capable of cure within [***] from such notice, the breaching Party may submit, within [***] of such notice, a reasonable cure plan to remedy such breach as soon as possible and in any event prior to the end of such [***], and, upon such submission, the [***] cure period shall be automatically extended for so long as the breaching Party continues to use diligent efforts to cure such breach orin accordance with the cure plan, if cure cannot be reasonably effected within such sixty (60) day periodbut for no more than [***]. For any breach arising from a failure to make a payment set forth in this Agreement, to deliver to the other allegedly breaching Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days shall have [***] from the receipt of the notice of to dispute or cure such breach. If the breaching Party does not cure receiving notice of breach fails to cure, or fails to dispute, that breach within the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereofapplicable period set forth above, then the other Party originally delivering the notice of breach may terminate this Agreement effective immediately upon on written notice of termination to the other Party. If the allegedly breaching Party in good faith disputes such Partymaterial breach and provides written notice of that dispute to the other Party within the applicable period set forth above, the matter shall be addressed under the dispute resolution provisions in Article 15, and the termination shall not become effective unless and until it has been determined under Article 15 that the allegedly breaching Party is in material breach of this Agreement. It is understood and acknowledged that during the pendency of such a dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. Section 14.2(b)(i) shall not apply to or encompass a breach (or alleged breach) of Zai’s diligence obligations pursuant to Section 5.1 or Section 8.1, which shall be governed solely by Section 14.2(b)(ii). [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Termination for Material Breach. Either In the event that either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if the other Party has materially breached or defaulted shall be in material breach in the performance of any relevant of its obligations under this Agreement (the “Breaching Party”), in addition to any other right and remedy the other Party (the “Complaining Party”) may have, the Complaining Party may terminate this Agreement by giving notice in writing specifying the breach and its claim of right to terminate; provided, however, that if the breach is remediable, the Breaching Party shall have ninety (90) days (or failed forty-five (45) days for any payment breach) (the “Notice Period”) to rectify the breach and termination shall become effective at the end of the Notice Period only if the Breaching Party fails to cure the breach complained about during (i) the Notice Period or, (ii) if such breach (other than any payment breach) has not been cured within such 90-day period, if the Breaching Party has commenced actions to cure such breach within the Notice Period and thereafter uses reasonable efforts to cure such breach, such longer period as is reasonably required to cure such breach, but in any event, not to exceed ninety (90) days following expiration of the Notice Period; provided further, that, if PAC is the Breaching Party and the breach is with respect to PAC’s failure to comply with its obligation to use Diligent Commercially Reasonable Efforts with respect to (x) the United States, PEM may terminate this Agreement in its entirety, and (y) any Major Market (other than the performance United States) or Country, PEM may terminate this Agreement only with respect to such Major Market or Country (as applicable) and not in its entirety. If the Breaching Party disputes in good faith that it has materially breached one of any relevant its obligations under this Agreement, and termination shall not take effect pending resolution of such dispute pursuant to Article 14. If, as a result of the non-breaching Party has provided written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7application of such dispute resolution procedures, the allegedly breaching Breaching Party shall have ten is determined to be in material breach of one or more of its obligations under this Agreement (10) days an “Adverse Ruling”), then if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty or forty five (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (6045) days of the filing thereoffor any payment breach) after such Adverse Ruling, then the other Complaining Party may terminate this Agreement effective immediately upon written notice to such the Breaching Party.

Termination for Material Breach. Either Party (the “Non-Breaching Party”) may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided upon written notice to the other Party specifying (the basis for the termination. For “Breaching Party”) if such other Party has materially breached any of its obligations (including a failure to make a payment set forth in Section 2.4 or Article 7, perform with respect thereto) under this Agreement and has not cured such breach within [***] after notice from the allegedly non-breaching Party requesting cure of such breach. If the breach is not non-curable, is not for non-payment, and cannot reasonably be cured with [***], then the cure period shall have ten (10) days be extended as reasonably necessary to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, ; provided that the allegedly breaching Party shall have sixty (60) days provides the non- breaching Party with a detailed plan and timeline to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day extended cure period, and use its commercially reasonable efforts to deliver to the other Party a plan for curing cure such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breachin accordance with such plan. If Unless the breaching Party does not cure the has cured or remedied any such breach before prior to the expiration of ten (10)the applicable period, sixty (60) or ninety (90) days, as applicable, after such termination shall become effective upon the breaching Party’s receipt of the written notice specifying the basis for of termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as alleged breaching Party contests in good faith the existence or materiality of any alleged breach, or the failure to whether a breach existscure, during any cure period, and initiates the dispute shall be resolved pursuant to resolution procedure in accordance with Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof14, then the other non-breaching Party may shall not have the right to terminate this Agreement effective immediately upon written notice under this Section 11.3, and the applicable cure period shall be tolled, until such dispute has been resolved in accordance with Article 14 with a determination that the breaching Party has materially breached its obligations under this Agreement. During the pendency of such dispute and the Post-Dispute Cure Period (as defined below), all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. If, as a result of the application of such Party.dispute resolution procedures, the Breaching Party is determined to be in