Common use of Termination of Rights Clause in Contracts

Termination of Rights. Upon termination of this Agreement in whole or in part by either party pursuant to any of the provisions of Sections 3.4 or 10.2: (a) the rights and licenses granted to Licensee under Article 2 with respect to the terminated Licensed Products and/or Licensed Services, as applicable, shall terminate and, in the event that the Agreement is terminated in whole, all rights in and to and under the Patent Rights shall revert to Harvard; and (b) any existing agreements that contain a Sublicense with respect to the terminated Licensed Products shall terminate to the extent of such Sublicense; provided, however, that, for each Sublicensee, upon termination of the Sublicense agreement with such Sublicensee, if the Sublicensee is not then in breach of its Sublicense agreement with Licensee such that Licensee would have the right to terminate such Sublicense, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that arc not included in this Agreement provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be co-extensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement).

Termination of Rights. Upon expiration or termination of this Agreement in whole or in part by either party Party pursuant to any of the provisions of Sections 3.4 or Section 10.2: (a) : 10.3.1.1 the rights and licenses granted to Licensee Company under Article 2 with respect to the terminated Licensed Products and/or Licensed Services, as applicable, shall terminate and, in the event that the Agreement is terminated in wholeterminate, all rights in and to and under the Licensed Patent Rights shall revert to HarvardBroad (or DFCI or MGH, as applicable) and neither Company nor its Affiliates may make any further use or exploitation of the Licensed Patent Rights; and (b) any and 10.3.1.2 all existing agreements that contain a Sublicense with respect to Sublicenses shall automatically terminate [***] days following the terminated Licensed Products shall terminate to the extent effective date of such Sublicensetermination of this Agreement; provided, however, provided that, for each Sublicensee, upon termination if any Sublicensee is (i) an Affiliate of Company or (ii) in material default of any material provision of the applicable Sublicense agreement with such Sublicensee, if the Sublicensee is not then in breach of its Sublicense agreement with Licensee such that Licensee Company would have the right to terminate the Sublicense ((i) and (ii) together, “Ineligible Sublicensees”) then the applicable Sublicense to which such SublicenseSublicensee is a party shall terminate effective immediately upon termination of this Agreement. Upon termination of this Agreement pursuant to any of the provisions of Section 10.2, (A) Company shall promptly provide notice of such termination to any Sublicensee, (B) each Sublicensee that is not an Ineligible Sublicensee shall have the right to obtain enter into a separate license from Harvard agreement directly with Broad (a “Direct License”) on substantially the same non-economic terms and conditions as set forth hereinin the Sublicense and on economic terms providing for the payment by such Sublicensee to Broad of the consideration that otherwise would have been payable to Broad if the applicable Sublicense and this Agreement were still simultaneously in effect, which and (C) Broad shall automatically grant each such Sublicensee a temporary continuation (to expire upon the earlier of (x) execution of the Direct License or (y) the date that is [***] days following termination of this Agreement) of the rights and obligations such Sublicensee had as a Sublicensee under this Agreement (a “Temporary Extension”); provided that, under both the Direct License and the Temporary Extension, (a) Broad shall not impose have (i) any obligations that are greater than or inconsistent with the obligations of Broad under this Agreement or the nature of Broad as an academic or non-profit entity; or (ii) any fewer rights than Broad has under this Agreement; (b) there shall be no representations, warranties, obligations expenses or liabilities of or on Harvard Broad that arc are not included in this Agreement provided that Agreement; (ac) all obligations arising prior to execution of the Direct License and grant of the Temporary Extension shall remain the responsibility of Company and Broad shall be released from any and all liability relating to such obligations; (d) the scope terms of such Direct License and Temporary Extension shall provide for payment to Broad of the license granted directly by Harvard same consideration that would have been payable to Broad if the applicable Sublicense and this Agreement were still simultaneously in effect; and (e) such Sublicensee modifications shall be co-extensive with included as are reasonably necessary to accommodate the scope functional and structural differences between Company and Broad. By way of example and not limitation of the license granted by Licensee to such Sublicenseeforegoing clause (d), (b) if the Sublicense granted required payment to Company of a license fee and Broad would have been entitled to receive a percentage of such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement payment under Section 4.5 of the Patent Rights Agreement, then Broad shall continue to be entitled, under the Temporary Extension or Direct License, to the same share of that same license granted fee payment under the Sublicense that Broad would have received had this Agreement and the Sublicense been simultaneously in effect. If any Sublicensee desires to enter into a Direct License, it directly by Harvard shall wholly be the responsibility of that Sublicensee to notify Broad of such desire no later than [***] days after the effective date of termination of this Agreement. If Broad and (c) if there are more than one the applicable Sublicensee, each Sublicensee that is granted for any reason, do not enter into a direct license shall be responsible for a pro rata share Direct License within [***] days after the effective date of termination of the reimbursement due under Section 6.2.3 of this Agreement (based on Agreement, the number of direct licenses under the Patent Rights in effect on the date of reimbursement)applicable Sublicense and Temporary Extension, and all rights granted thereunder, shall automatically terminate.

Termination of Rights. Upon termination of this Agreement in whole or in part by either party BioLine pursuant to any of Section 12.3.1, 12.3.2.2 or 12.3.3 hereof (except in the provisions of circumstances set out in Section 12.3.3.2), or by Licensor pursuant to Sections 3.4 12.3.2.1 or 10.2: 12.3.3 hereof (except in the circumstances set out in Section 12.3.3.2): (a) the rights and licenses granted to Licensee BioLine under Article Section 2 with respect shall terminate; (b) subject to the terminated Licensed Products and/or Licensed Servicesassumption by Licensor of all of BioLine’s obligations to the OCS, including BioLine’s obligations pursuant to the Licensor Grants, as applicable, shall terminate and, contemplated in the event that the Agreement is terminated in wholeSection 6.4, all rights in and to the Licensed Technology and any documents concerning work performed under the Patent Rights Development Plan or intellectual property developed by Licensor (including under the Development Plan) shall revert to HarvardLicensor, and BioLine shall not be entitled to make any further use whatsoever of the Licensed Technology or such documents nor shall BioLine research, develop, manufacture, use, market, distribute, offer for sale, sell, export or import Licensed Products and/or provide services relating thereto; and (bc) any existing agreements that contain a Sublicense with respect to sublicense of the terminated Licensed Products Technology shall terminate to the extent of such Sublicensesublicense; providedsubject to Section 2.3.3.2; and provided further, however, that, for each Sublicensee, upon termination of the Sublicense agreement with that such Sublicenseeterms shall be amended, if necessary, to the Sublicensee is not then in breach of its Sublicense extent required to ensure that such sublicense agreement with Licensee such that Licensee would have the right to terminate such Sublicense, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall does not impose any representations, warranties, obligations or liabilities on Harvard that arc Licensor which are not included in this Agreement provided that (a) the scope of the license granted directly by Harvard Agreement. Licensor’s consent to such Sublicensee request shall not be co-extensive with unreasonably withheld. In addition, following any termination as aforesaid, each party will return or cause to be returned to the scope other party, or destroy or have destroyed any Confidential Information of the license granted by Licensee other Party, and without limiting the foregoing, BioLine shall make commercially reasonable efforts to such Sublicensee, (b) if deliver to Licensor any documents or other materials relating to work performed under the Sublicense granted Development Plan or to such Sublicensee was non-exclusive, such Sublicensee business development or commercial contacts with respect to the Licensed Technology or Licensed Products. A recipient of Confidential Information shall not have the right however be entitled to participate in the prosecution or enforcement retain one copy of the Patent Rights Confidential Information in its legal files for the purpose of determining its obligations under the license granted to it directly by Harvard this Agreement. BioLine and (c) if there are more than one Sublicenseeits Affiliates shall discontinue any manufacture, each Sublicensee that is granted a direct license shall be responsible for a pro rata share distribution or use of the reimbursement due under Section 6.2.3 of this Agreement (based on Licensed Technology, including in relation to the number of direct licenses under the Patent Rights in effect on the date of reimbursement)Licensed Product.

Termination of Rights. 8.4.1 Upon the expiration or termination of this Agreement for any reason whatever, all rights of Licensee under this Agreement shall terminate and automatically revert to Xxxxx. Licensee shall immediately discontinue all use of the Xxxx and shall no longer have any right to use the Xxxx or any variation or simulation thereof in whole any manner or in part for any purpose whatsoever. Licensee shall transfer to Xxxxx by either party pursuant such documentation as Xxxxx may require all registrations, filings, trademarks, copyrights and other rights with regard to the Xxxx which Licensee may have possessed at any of time. Subject to the provisions of Sections 3.4 Paragraph 8.6 concerning the sale of Termination Inventory, Licensee shall deliver to Xxxxx, without charge, all sketches, samples, designs or 10.2: (a) other matters relating to Xxxxx Merchandise and all Merchandise, Packaging materials and advertising and promotional materials bearing the rights and licenses granted Xxxx in any form. 8.4.2 Upon termination or expiration of this Agreement for any reason, including termination under Paragraph 8.3.2(ii), no trustee in bankruptcy, assignee for the benefit of creditors, custodian, receiver, sheriff or court officer or other successors to Licensee under Article 2 with respect or its assets or business shall have any right to continue this Agreement or to use or exploit the terminated Licensed Products and/or Licensed Services, as applicable, shall terminate andXxxx in any manner whatever. 8.4.3 Notwithstanding the provisions of subparagraph 8.4.2, in the event that under the United States Bankruptcy Code or any amendment or successor thereto (collectively the "Bankruptcy Code"), the trustee in bankruptcy of Licensee or Licensee, as bankruptcy debtor, is permitted to and does assume this Agreement is terminated and thereafter proposes to assign this Agreement by an assignment which fulfills the applicable requirements of the Bankruptcy Code, other trustee or Licensee shall notify Xxxxx of the proposed assignment in wholeadvance, in writing, setting forth the name and address of the proposed assignee, the proposed consideration for the assignment and all rights other material terms and details of the proposal. Such notice shall be considered an offer to Xxxxx to have this Agreement assigned to Xxxxx or to its designee for the consideration (or its reasonable equivalent in and to money) and under the Patent Rights shall revert other material terms in the notice. Xxxxx may exercise the option and accept the offer by giving the trustee or Licensee, as appropriate, written notice of exercise and acceptance within twenty (20) days after Xxxxx receives the notice from the trustee or Licensee. If Xxxxx fails to Harvard; give notice and exercise the option within such twenty (b20) any existing agreements that contain a Sublicense with respect day period, the trustee or Licensee may complete the proposed assignment, but only to the terminated Licensed Products shall terminate to party and for the extent of such Sublicense; provided, however, that, for each Sublicensee, upon termination of consideration and under the Sublicense agreement with such Sublicensee, if the Sublicensee is not then in breach of its Sublicense agreement with Licensee such that Licensee would have the right to terminate such Sublicense, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that arc not included in this Agreement provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be co-extensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate described in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement)notice.

Termination of Rights. Upon termination of this Agreement in whole or in part by either party pursuant to any of the provisions of Sections 3.4 or 10.2: (ai) the occurrence after the date hereof of an Event of Default, and (ii) the giving of written notice by Secured Party to Debtor of its intention to (A) foreclose upon, or otherwise dispose of, the Pledged Securities, or (B) exercise its voting rights and licenses granted to Licensee under Article 2 with respect pertaining to the terminated Licensed Products and/or Licensed ServicesPledged Securities, as applicablesubject to the receipt by Secured Party of required federal or state regulatory approvals, shall terminate and, in the event that the Agreement is terminated in wholeif any, all rights of Debtor to exercise the voting and/or consensual rights and powers which it is entitled to exercise pursuant to Section 6.1(a) hereof, and/or to receive the dividends which it is authorized to receive and retain pursuant to Section 6.1(b) hereof, shall cease, at the option of Secured Party, and all such rights shall thereupon become vested in and to and under the Patent Rights Secured Party, who shall revert to Harvard; and (b) any existing agreements that contain a Sublicense with respect to the terminated Licensed Products shall terminate to the extent of such Sublicense; provided, however, that, for each Sublicensee, upon termination of the Sublicense agreement with such Sublicensee, if the Sublicensee is not then in breach of its Sublicense agreement with Licensee such that Licensee would have the sole and exclusive right and authority to terminate exercise such Sublicensevoting and/or consensual rights and powers, such Sublicensee and/or to receive and retain the dividends which Debtor would otherwise be authorized to retain pursuant to Section 6.1(b) hereof. Further, Secured Party shall have the right upon the occurrence of an Event of Default, to obtain a license from Harvard notify and direct the issuers of the Pledged Securities to thereafter make all payments, distributions, dividends, and any other distributions payable in respect thereof directly to Secured Party. The issuers of the Pledged Securities making any such payment or distribution to Secured Party hereunder shall be fully protected in relying on the same terms written statement of Secured Party that it then holds a security interest which entitles it to receive such payments and conditions as set forth hereindistributions. Any and all money and other property paid over to, which shall not impose any representationsor received by, warranties, obligations or liabilities on Harvard that arc not included in Secured Party pursuant to the provisions of this Agreement provided that (a) the scope of the license granted directly by Harvard to such Sublicensee Section 6.2 shall be co-extensive retained by Secured Party as additional collateral hereunder, and may be applied (and upon Debtor's written request all cash shall promptly be applied) in accordance with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement)provisions hereof.

Termination of Rights. Upon termination of this Agreement in whole or in part by either party BioLine pursuant to any of Section 12.3.1, 12.3.2 or 12.3.3 hereof (except in the provisions of circumstances set out in Section 12.3.3.2), or by Licensor pursuant to Sections 3.4 12.3.2 or 10.2: 12.3.3 hereof (except in the circumstances set out in Section 12.3.3.2): (a) the rights and licenses granted to Licensee BioLine under Article Section 2 with respect to the terminated Licensed Products and/or Licensed Services, as applicable, shall terminate and, in the event that the Agreement is terminated in whole, terminate; (b) all rights in and to the Invention and under the Patent Rights License Patents shall revert to HarvardLicensor and BioLine and its Affiliates shall not be entitled to make any further use whatsoever of the Invention and Licensed Patents nor shall BioLine research, develop, manufacture, use, market, distribute, offer for sale, sell, export or import Licensed Products and/or provide services relating thereto; and (bc) any existing agreements that contain a Sublicense with respect to the terminated Licensed Products any Sublicense, such Sublicense shall terminate unless such Sublicensee desires to keep its rights to use the Invention and the Licensed Patents, in which case – subject to the Sublicensee’s undertaking to indemnify Licensor as provided in Section 11 of the present Agreement – Licensor shall be obligated, at its discretion, to either (i) take over the Sublicense, or (ii) to enter into a new agreement with such Sublicensee on substantially the same terms as those contained in such Sublicense agreement; and provided, further, that such terms shall be amended, if necessary, to the extent of required to ensure that such Sublicense; provided, however, that, for each Sublicensee, upon termination of the Sublicense agreement with such Sublicensee, if the Sublicensee is not then in breach of its Sublicense agreement with Licensee such that Licensee would have the right to terminate such Sublicense, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall does not impose any representations, warranties, obligations or liabilities on Harvard that arc Licensor which are not included in this Agreement provided that (a) Agreement. For the scope avoidance of doubt, and without limiting the generality of the license granted directly by Harvard to such Sublicensee above, the exclusion of warranties and the limitations of representations herein stated shall be co-extensive with applicable to the scope Sublicense that would be effective between the Licensor and the Sublicensee and in no event shall Licensor be responsible or liable for any cost, payment of any kind (including for damages), act, action, obligation, collaboration or assistance if such is not expressly stated in this Agreement as being the responsibility of the license granted by Licensee Licensor. In addition, following any termination as aforesaid, each party will return to such Sublicenseethe other party, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not or destroy or have the right to participate in the prosecution or enforcement destroyed any Confidential Information of the Patent Rights under other party, except that each party may retain one secure archival copy thereof as may be required by applicable law; and BioLine or any party acting on its behalf or any of its Affiliates of its Sublicensees (subject to the license granted to it directly by Harvard and (cforegoing arrangements) if there are more than one Sublicenseeshall discontinue any manufacture, each Sublicensee that is granted a direct license shall be responsible for a pro rata share distribution or use of the reimbursement due under Section 6.2.3 of this Agreement (based on Invention and Licensed Patents, including in relation to the number of direct licenses under the Patent Rights in effect on the date of reimbursement)Licensed Product.

Termination of Rights. Upon expiration or termination of this Agreement in whole or in part by either party pursuant to any of the provisions of Sections 3.4 or Section 10.2: (a) the rights and licenses granted to Licensee under Article 2 with respect to the terminated Licensed Products and/or Licensed Services, as applicable, shall terminate and, in the event that the Agreement is terminated in wholeterminate, all rights in and to and under the Patent Rights shall will revert to HarvardHarvard and neither Licensee nor its Affiliates may make any further use or exploitation of the Patent Rights; and (b) any existing agreements that contain a Sublicense with respect to the terminated Licensed Products shall terminate to the extent of such Sublicense; provided, however, that, for notwithstanding the foregoing, each Sublicensee, upon termination of the Sublicense agreement with such Sublicensee, if the Sublicensee that is not then at that time in breach of its Sublicense agreement with Licensee such that Licensee would have the right to terminate such Sublicense, such Sublicensee shall have the right to obtain a license from Harvard on substantially the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that arc are not included in this Agreement provided Agreement; provided, that (ai) the scope of the license granted directly by Harvard to such Sublicensee shall be co-extensive with the scope of the license Sublicense granted by Licensee to such Sublicensee, (bii) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and Harvard, (ciii) if there are is more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 6.2 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement)., (iv) the financial terms of such direct license by Harvard shall be

Termination of Rights. Upon termination Notwithstanding anything to the contrary, as of this Agreement in whole the date of the first occurrence of any or all of the following, at Landlord's election all of Tenant's rights and Landlord's obligations under or in part by either party pursuant connection with this Addendum will terminate and lapse completely, except that the entity that is the Landlord immediately prior to the occurrence of any or all of the provisions following shall remain obligated to pay to Tenant or at such entity's election credit against amounts owed by Tenant to such entity) Tenant's share of Sections 3.4 or 10.2: undistributed Net Proceeds (if any) existing as of the date of such occurrence: (a) The termination or expiration of this Lease in accordance with its terms. (b) A default by Tenant under this Lease. (c) The closing of any Purchase Option, or the closing of another bona fide sale or other conveyance by Landlord of all or any portion of the Premises, or any interest therein (which shall not be deemed to include an interest in Landlord), which sale or conveyance is not prohibited under this Lease, but Tenant's rights and licenses granted Landlord's obligations with respect to Licensee under Article 2 Net Proceeds shall continue with respect to the terminated Licensed Products and/or Licensed Servicesportions of the Premises or interests therein, as applicableif any, shall terminate and, in the event that the Agreement is terminated in whole, all rights in still retained by Landlord and to and under the Patent Rights shall revert to Harvard; and (b) any existing agreements that contain a Sublicense with respect to any Net Proceeds received by Landlord in connection with such sale or other conveyance (except with respect to a sale pursuant to a Purchase Option or a sale associated with an "LC Return" as defined in Subsection (d) below). (d) The sale or other conveyance by Landlord of all or any portion of the terminated Licensed Products shall terminate Premises or any interest therein, which sale or conveyance is not prohibited under this Lease, provided that prior to or on or about the extent closing of such Sublicense; providedsale or conveyance, howeverthe Letter of Credit is returned to Tenant undrawn (or if drawn upon, that, for each Sublicensee, upon termination of the Sublicense agreement with such Sublicensee, if the Sublicensee is not then any outstanding LC Advances repaid in breach of its Sublicense agreement full) and with Licensee such that Licensee would have the right to terminate such Sublicense, such Sublicensee shall have the right to obtain a license from Harvard no obligation on the same terms part of Tenant to supply additional Letters of Credit under this Lease, and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that arc not included in this Agreement provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be co-extensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee event Tenant shall not have the right any continuing rights nor shall Landlord have any continuing obligations with respect to participate Net Proceeds, whether received by Landlord in the prosecution connection with such sale or enforcement conveyance or otherwise. The return of the Patent Rights under Letter of Credit to Tenant as described above is called the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement)"LC Return."

Termination of Rights. Upon termination of this Agreement in whole or in part by either party pursuant to any of the provisions of Sections 3.4 or 10.2: (a) The Board of Directors of the rights Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, terminate all but not less than all the then outstanding Rights at a price of $.01 per Right, appropriately adjusted to reflect any share split, subdivision, share dividend or similar transaction occurring after the date hereof (such termination price being hereinafter referred to as the “Termination Price”). The termination of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and licenses granted to Licensee under Article 2 with respect to such conditions as the terminated Licensed Products and/or Licensed Services, as applicable, shall terminate andBoard of Directors of the Company, in the event that the Agreement is terminated in whole, all rights in and to and under the Patent Rights shall revert to Harvard; and its sole discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the termination of the Rights pursuant to paragraph (a) of this Section 23, and without any existing agreements that contain a Sublicense further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Termination Price. The Company shall promptly give public notice (with respect prompt written notice thereof to the terminated Licensed Products shall terminate to the extent Rights Agent) of any such Sublicensetermination; provided, however, thatthat the failure to give, for each Sublicenseeor any defect in, upon any such notice shall not affect the validity of such termination. Within 10 days after such action of the Board of Directors of the Company ordering the termination of the Sublicense agreement Rights, the Company shall mail a notice of termination to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent (with a copy thereof to the Rights Agent) or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such Sublicensee, if notice of termination will state the Sublicensee is not then in breach method by which the payment of the Termination Price will be made. Neither the Company nor any of its Sublicense agreement with Licensee such Affiliates or Associates may redeem, terminate, acquire or purchase for value any Rights at any time in any manner other than that Licensee would have the right to terminate such Sublicense, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as specifically set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that arc not included in this Agreement provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be co-extensive Section 23 or in Section 24 hereof, and other than in connection with the scope purchase of Common Shares prior to the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement)Distribution Date.

Termination of Rights. Upon termination Subject to the Collateral Sharing Agreement, upon (1) the occurrence after the date hereof of this Agreement in whole an Event of Default or in part any event which with the giving of notice or the lapse of time or both would constitute an Event of Default, and (2) the giving of written notice by either party pursuant to any the Collateral Agent on behalf of the provisions Noteholders to Borrower of Sections 3.4 its intention to (A) foreclose upon or 10.2: otherwise dispose of the Pledge Collateral or (aB) exercise the Noteholders' voting rights and licenses granted to Licensee under Article 2 with respect pertaining to the terminated Licensed Products and/or Licensed Services, as applicable, shall terminate and, in the event that the Agreement is terminated in wholePledged Collateral, all rights in and to and under the Patent Rights shall revert to Harvard; and (b) any existing agreements that contain a Sublicense with respect to the terminated Licensed Products shall terminate to the extent of such Sublicense; provided, however, that, for each Sublicensee, upon termination of the Sublicense agreement with Borrower to exercise the voting and/or consensual rights and powers which it is entitled to exercise pursuant to subsection 6(a)(l) hereof and/or to receive the dividends which it is authorized to receive and retain pursuant to subsection 6(a)(2) hereof shall cease, at the option of the Collateral Agent on behalf of the Noteholders, and all such Sublicenseerights shall thereupon become vested in the Noteholders, if to be exercised by the Sublicensee is not then in breach of its Sublicense agreement with Licensee such that Licensee would Collateral Agent, which Collateral Agent shall have the sole and exclusive right and authority to terminate exercise such Sublicensevoting and/or consensual rights and powers and/or to receive and retain the dividends which the Borrower would otherwise be authorized to retain pursuant to subsection 6(a)(2) hereof. Further, such Sublicensee the Collateral Agent on behalf of the Noteholders shall have the right upon the occurrence of an Event of Default, to obtain a license from Harvard notify and direct the Issuer of the Pledged Collateral to thereafter make all payments, distributions, dividends and any other distributions payable in respect thereof directly to the Collateral Agent. The Issuer shall be fully protected in relying on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that arc not included in this Agreement provided that (a) the scope written statement of the license granted directly Collateral Agent that the Noteholders hold a security interest which entitles the Collateral Agent to receive such payments and distributions. Any and all money and other property paid over to or received by Harvard the Collateral Agent pursuant to such Sublicensee shall be co-extensive with the scope provisions of the license granted by Licensee to such Sublicensee, this subsection (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of retained by the reimbursement due under Section 6.2.3 of this Agreement Collateral Agent as additional Pledged Collateral hereunder and may be applied (based on and upon the number of direct licenses under Borrower's written request all cash shall promptly be applied) in accordance with the Patent Rights in effect on the date of reimbursement)provisions hereof.

Termination of Rights. Upon Except as set forth in the remainder of this Section 5 or in Section 6, the Rights, to the extent not previously exercised, shall expire on the _____ anniversary of the Grant Date. Notwithstanding the foregoing and except as otherwise provided in the Grantee’s written employment agreement or another written agreement with the Company, if any, the Rights shall expire upon the termination of this Agreement in whole or in part by either party pursuant to any of the provisions of Sections 3.4 or 10.2: Grantee’s Service with the Company, as follows: (a) Except as set forth in Section 6(a), if the rights Grantee’s Service with the Company is terminated by the Company without Cause, then (i) the Rights shall continue to vest for a period of 90 days after such termination, and licenses granted to Licensee under Article 2 with respect (ii) to the terminated Licensed Products and/or Licensed Servicesextent vested, as applicable, shall terminate and, in the event that the Agreement is terminated in whole, all rights in and to and under the Patent Rights shall revert remain exercisable until the later of (A) 90 days after such termination, or (B) 30 days following the end of any blackout period to Harvard; and which the Grantee may be subject, on which date they shall expire, provided the Rights shall not remain exercisable beyond the _____ anniversary of the Grant Date. (b) any existing agreements that contain a Sublicense If the Grantee’s Service with respect to the Company is terminated Licensed Products for Cause, the Rights shall terminate to the extent of such Sublicense; provided, however, that, for each Sublicensee, upon termination immediately expire and be forfeited as of the Sublicense agreement with such Sublicensee, if the Sublicensee is not then in breach commencement of its Sublicense agreement with Licensee such that Licensee would have the right to terminate such Sublicense, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that arc not included in this Agreement provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be co-extensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect business on the date of reimbursement)such termination. (c) If the Grantee’s Service with the Company is terminated as the result of the Grantee’s Disability or death, then all unvested Rights shall become fully and immediately exercisable and the Rights shall remain exercisable until the expiration of one (1) year after such termination, on which date they shall expire, provided the Rights shall not remain exercisable beyond the _____ anniversary of the Grant Date. (d) If the Grantee’s Service with the Company is terminated as a result of the Grantee’s Retirement, then the Rights shall continue to vest and (i) to the extent vested, all Rights held by the Grantee shall remain exercisable for a period of one (1) year after such termination, on which date they shall expire, provided the Rights shall not remain exercisable beyond the _____ anniversary of the Grant Date, and (ii) to the extent unvested, shall be forfeited. (e) If the Grantee’s Service with the Company is terminated as a result of the Grantee’s Voluntary Termination, then all Rights held by the Grantee, (i) to the extent they were vested and exercisable at the time of such termination, shall remain exercisable until the expiration of the longer of (A) 90 days after such termination, or (B) 30 days following the end of any blackout period to which the Grantee may be subject, on which date they shall expire, provided the Rights shall not remain exercisable beyond the _____ anniversary of the Grant Date, and (ii) to the extent unvested, shall be forfeited.

Termination of Rights. Upon Except as set forth in the remainder of this Section 5 or in Section 6, the Rights, to the extent not previously exercised, shall expire on the seventh anniversary of the Grant Date. Notwithstanding the foregoing and except as otherwise provided in the Grantee’s written employment agreement or another written agreement with the Company, if any, the Rights shall expire upon the termination of this Agreement in whole or in part by either party pursuant to any of the provisions of Sections 3.4 or 10.2: Grantee’s Service with the Company, as follows: (a) Except as set forth in Section 6(a), if the rights Grantee’s Service with the Company is terminated by the Company without Cause or by the Grantee for Good Reason (as such terms are defined in Section 8(g) of the Executive Employment Agreement entered into as of May 20, 2010 (as amended from time to time), by and licenses granted between Grantee and the Company), then (i) the Rights shall continue to Licensee under Article 2 with respect vest for a period of six (6) months after such termination and (ii) to the terminated Licensed Products and/or Licensed Servicesextent vested, as applicable, shall terminate and, in the event that the Agreement is terminated in whole, all rights in and to and under the Patent Rights shall revert to Harvardremain exercisable for a period of six (6) months after such termination, on which date they shall expire; and provided the Rights shall not remain exercisable beyond the seventh (7th) year anniversary of the Grant Date. (b) any existing agreements that contain a Sublicense If the Grantee’s Service with respect to the Company is terminated Licensed Products for Cause, the Rights shall terminate to the extent of such Sublicense; provided, however, that, for each Sublicensee, upon termination immediately expire and be forfeited as of the Sublicense agreement with such Sublicensee, if the Sublicensee is not then in breach commencement of its Sublicense agreement with Licensee such that Licensee would have the right to terminate such Sublicense, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that arc not included in this Agreement provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be co-extensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect business on the date of reimbursement)such termination. (c) If the Grantee’s Service with the Company is terminated as the result of the Grantee’s Disability or death, then all unvested Rights shall become fully and immediately exercisable and the Rights shall remain exercisable until the expiration of one (1) year after such termination, on which date they shall expire; provided the Rights shall not remain exercisable beyond the seventh (7th) year anniversary of the Grant Date. (d) If the Grantee’s Service with the Company is terminated as a result of the Grantee’s Retirement, then the Rights shall continue to vest and (i) to the extent vested, all Rights held by the Grantee shall remain exercisable for a period of one (1) year after such termination, on which date they shall expire; provided the Rights shall not remain exercisable beyond the seventh (7th) year anniversary of the Grant Date, and (ii) to the extent unvested, shall be forfeited. (e) If the Grantee’s Service with the Company is terminated as a result of the Grantee’s termination without Good Reason, then all Rights held by the Grantee, (i) to the extent they were vested and exercisable at the time of such termination, shall remain exercisable until the expiration of the longer of (A) ninety (90) days after such termination, or (B) thirty (30) days following the end of any blackout period to which the Grantee may be subject, on which date they shall expire; provided the Rights shall not remain exercisable beyond the seventh (7th) year anniversary of the Grant Date, and (ii) to the extent unvested, shall be forfeited. (f) No extension of the exercise period fixed on the Grant Date shall be made unless in accordance with Section 409A of the Code.

Termination of Rights. Upon termination of If this Agreement in whole is terminated with respect to a license granted by one Party to the other Party under Section 2.1, all rights and licenses granted by the Continuing Party to the Non-Continuing Party hereunder shall immediately terminate; provided that any sublicense by the Non-Continuing Party under any sublicense or in part license granted by either party pursuant the Continuing Party to any the Non-Continuing Party under this Agreement will, at the sublicensee’s written election delivered to the Continuing Party within [**] days of the provisions Non-Continuing Party being provided with written notice or having knowledge of Sections 3.4 or 10.2: such termination, and to the extent permitted under the Applicable In-Licenses, survive such termination on the condition that (a) the rights relevant sublicensee is not, at the time of such termination, in material breach of any of its obligations under such sublicense and licenses granted (b) all amounts owed, as of the date of termination of this Agreement, by the Non-Continuing Party to Licensee under Article 2 the Continuing Party or the In-Licensors hereunder have been paid in full. In order to effect this provision, at the request of the sublicensee, the Continuing Party shall use Commercially Reasonable Efforts, in good faith, to enter into a direct license with the sublicensee on substantially the same terms as the sublicense to the extent such terms relate to the sublicensed technology; provided that (i) the financial terms of such direct license will be the same terms as set forth in this Agreement with respect to the terminated Licensed Products and/or Licensed Servicessublicensed technology, as applicable(ii) the applicable sublicensee shall pay all amounts that, shall terminate andbut for the termination of this Agreement, would have become payable by the Non-Continuing Party or such sublicensee to the Continuing Party or the In-Licensors pursuant to this Agreement prior to the date upon which the Continuing Party and such sublicensee enter into such direct license; provided that, in the event that more than one sublicense had been granted by the Non-Continuing Party prior to the date of such termination and more than one such sublicensee has elected to enter into a direct license with the Continuing Party pursuant to this Section 9.6.2, then the total amount payable to the Continuing Party pursuant to this clause (ii) shall be appropriately allocated among such sublicensees so that the Continuing Party does not receive from such sublicensees an aggregate amount that is more than the amount owed to it by the Non-Continuing Party pursuant to this Agreement is terminated prior to such termination, (iii) the Continuing Party will not be required to undertake obligations in whole, all rights in and addition to and under the Patent Rights shall revert to Harvard; those required by this Agreement and (biv) any existing agreements that contain a Sublicense the Continuing Party’s rights under such direct license will be consistent with respect to the terminated Licensed Products shall terminate to the extent of such Sublicense; providedits rights under this Agreement, however, that, for each Sublicensee, upon termination of the Sublicense agreement with such Sublicensee, if the Sublicensee is not then in breach of its Sublicense agreement with Licensee such that Licensee would have the right to terminate such Sublicense, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that arc not included in this Agreement provided that (a) taking into account the scope of the license granted directly by Harvard under such direct license; provided, further, that in no case shall the Continuing Party be required to negotiate with such Sublicensee shall be co-extensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted sublicensee for a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on more than [**] days from the date of reimbursement)the sublicensee’s notice of its intent to enter into a direct license.

Termination of Rights. Upon termination (a) Notwithstanding anything in this Agreement to the contrary, any Rights beneficially owned by: (i) an Acquiring Person or an Affiliate or Associate of an Acquiring Person from and after the date on which the Acquiring Person becomes such or (ii) a transferee of Rights beneficially owned by an Acquiring Person (or any Affiliate or Associate thereof) who (1) becomes a transferee after the Share Acquisition Date with respect to such Acquiring Person or (2) becomes a transferee prior to or concurrently with the Share Acquisition Date with respect to such Acquiring Person and receives such Rights with actual knowledge that the transferor is or was an Acquiring Person (or Affiliate or Associate thereof) or pursuant to either (x) a transfer (whether or not for consideration) from the Acquiring Person (or Affiliate or Associate thereof) to holders of equity interests in such Acquiring Person (or Affiliate or Associate thereof) or to any Person with whom the Acquiring Person (or Affiliate or Associate thereof) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (y) a transfer which the Board determines in good faith is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 5.5, shall become null and void without any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under this Agreement in whole or in part by either party pursuant otherwise. (b) The Company shall use all reasonable efforts to any of insure that the provisions of Sections 3.4 this Section 5.5 are complied with, but shall, to the fullest extent of the law, have no liability to any holder of Right Certificates or 10.2: (a) the rights and licenses granted other Person as a result of its failure to Licensee under Article 2 make any determinations with respect to the terminated Licensed Products and/or Licensed Services, as applicable, shall terminate and, in the event that the Agreement is terminated in whole, all rights in and to and under the Patent Rights shall revert to Harvard; and (b) an Acquiring Person or any existing agreements that contain a Sublicense with respect to the terminated Licensed Products shall terminate to the extent transferee of such Sublicense; provided, however, that, for each Sublicensee, upon termination of the Sublicense agreement with such Sublicensee, if the Sublicensee is not then in breach of its Sublicense agreement with Licensee such that Licensee would have the right to terminate such Sublicense, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that arc not included in this Agreement provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be co-extensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and an Acquiring Person hereunder. (c) if there are more than one SublicenseeThe Company shall give the Rights Agent written notice of the identity of any such Acquiring Person or its nominee, each Sublicensee that is granted a direct license and the Rights Agent may rely on such notice in carrying out its duties under this Agreement and shall be responsible for a pro rata share deemed not to have any knowledge of the reimbursement due under Section 6.2.3 identity of this Agreement any such Acquiring Person or its nominee (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement)or any other Person described herein) unless and until it shall have received such notice.

Termination of Rights. Upon termination Notwithstanding anything to the contrary, as of this Agreement in whole the date of the first occurrence of any or all of the following, at Landlord's election all of Tenant's rights and Landlord's obligations under or in part by either party pursuant connection with this Addendum will terminate and lapse completely, except that the entity that is the Landlord immediately prior to the occurrence of any or all of the provisions following shall remain obligated to pay to Tenant (or at such entity's election credit against amounts owed by Tenant to such entity) Tenant's share of Sections 3.4 or 10.2: undistributed Net Proceeds (if any) existing as of the date of such occurrence: (a) The termination or expiration of this Lease in accordance with its terms. (b) A default by Tenant under this Lease. (c) The closing of any bona fide sale or other conveyance by Landlord of all or any portion of the Premises, or any interest therein (which shall not he deemed to include an interest in Landlord), which sale or conveyance is not prohibited under this Lease, but Tenant's rights and licenses granted Landlord's obligations with respect to Licensee under Article 2 Net Proceeds shall continue with respect to the terminated Licensed Products and/or Licensed Servicesportions of the Premises or interests therein, as applicableif any, shall terminate and, in the event that the Agreement is terminated in whole, all rights in still retained by Landlord and to and under the Patent Rights shall revert to Harvard; and (b) any existing agreements that contain a Sublicense with respect to any Net Proceeds received by Landlord in connection with such sale or other conveyance (except with respect to a sale pursuant to a Purchase Option or a sale associated with an "LC Return" as defined in Subsection (d) below). (d) The sale or other conveyance by Landlord of all or any portion of the terminated Licensed Products shall terminate Premises or any interest therein, which sale or conveyance is not prohibited under this Lease, provided that prior to or on or about the extent closing of such Sublicense; providedsale or conveyance, howeverthe Letter of Credit is returned to Tenant undrawn (or if drawn upon, that, for each Sublicensee, upon termination of the Sublicense agreement with such Sublicensee, if the Sublicensee is not then any outstanding LC Advances repaid in breach of its Sublicense agreement full) and with Licensee such that Licensee would have the right to terminate such Sublicense, such Sublicensee shall have the right to obtain a license from Harvard no obligation on the same terms part of Tenant to supply additional Letters of Credit under this Lease, and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that arc not included in this Agreement provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be co-extensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee event Tenant shall not have the right any continuing rights nor shall Landlord have any continuing obligations with respect to participate Net Proceeds, whether received by Landlord in the prosecution connection with such -106- sale or enforcement conveyance or otherwise. The return of the Patent Rights under Letter of Credit to Tenant as described above is called the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement)"LC Return."

Termination of Rights. a) Upon termination of this Agreement in whole or in part by either party pursuant to any of the provisions of Sections 3.4 or 10.2: (a) the its entirety, all rights and licenses granted by Editas to Licensee Beam hereunder (including the right to exercise Options and obtain such licenses) shall immediately terminate; provided that any sublicense by Beam under Article 2 any sublicense or license granted by Editas to Beam under this Agreement will, at the sublicensee’s written election delivered to Editas within [**] days of Beam being provided with written notice or having knowledge of such termination, and to the extent permitted under the Institutional In-Licenses, survive such termination on the condition that (i) the relevant sublicensee is not, at the time of such termination, in material breach of any of its obligations under such sublicense and (ii) all amounts owed, as of the date of termination of this Agreement, by Beam to Editas or the Institutions hereunder have been paid in full. In order to effect this provision, at the request of the sublicensee, Editas shall use Commercially Reasonable Efforts, in good faith, to enter into a direct license with the sublicensee on substantially the same terms as the sublicense to the extent such terms relate to the sublicensed technology; provided that (1) the financial terms of such direct license will be the same terms as set forth in this Agreement with respect to the terminated Licensed Products and/or Licensed Servicessublicensed technology (including with respect to Institutional In-License costs pursuant to Section 4.6), as applicable(2) the applicable sublicensee shall pay all amounts that, shall terminate andbut for the termination of this Agreement, would have become payable by Beam or such sublicensee to Editas or the Institutions pursuant to this Agreement prior to the date upon which Editas and such sublicensee enter into such direct license; provided that, in the event that more than one sublicense had been granted by Beam prior to the date of such termination and more than one such sublicensee has elected to enter into a direct license with Editas pursuant to this Section 9.6.2(a), then the total amount payable to Editas pursuant to this clause (2) shall be appropriately allocated among such sublicensees so that Editas does not receive from such sublicensees an aggregate amount that is more than the amount owed to it by Beam pursuant to this Agreement is terminated prior to such termination, (3) Editas will not be required to undertake obligations in whole, all rights in and addition to and under the Patent Rights shall revert to Harvard; those required by this Agreement and (b4) any existing agreements that contain a Sublicense Editas’s rights under such direct license will be consistent with respect to the terminated Licensed Products shall terminate to the extent of such Sublicense; providedits rights under this Agreement, however, that, for each Sublicensee, upon termination of the Sublicense agreement with such Sublicensee, if the Sublicensee is not then in breach of its Sublicense agreement with Licensee such that Licensee would have the right to terminate such Sublicense, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that arc not included in this Agreement provided that (a) taking into account the scope of the license granted directly under such direct license, provided, further, that in no case shall Editas be required to negotiate with such sublicensee for a direct license for more than [**] days from the date of the sublicensee’s notice of its intent to enter into a direct license. b) Upon termination of this Agreement with respect to a Family of Patents under Section 9.2, all Patents within such Family shall no longer be deemed Licensed Patents or Subject Patents hereunder as of the effective date of such partial termination, provided that any sublicense by Harvard Beam with respect to such Sublicensee Family under any sublicense or license granted by Editas to Beam under this Agreement, at the sublicensee’s written election delivered to Editas within [**] days of Beam being provided with written notice or having such knowledge of such termination, and to the extent permitted under the Institutional In-Licenses, survive such partial termination on the condition that (i) the relevant sublicensee is not, at the time of such partial termination, in material breach of any of its obligations under such sublicense and (ii) all amounts owed with respect to such Family, as of the date of such partial termination, by Beam to Editas and/or the Institutions hereunder have been paid in full. In order to effect this provision, at the request of the sublicensee, Editas shall use Commercially Reasonable Efforts, in good faith, to enter into a direct license with the sublicensee on substantially the same terms as the sublicense to the extent such terms relate to the sublicensed technology; provided that (1) the financial terms of such direct license will be the same terms as set forth in this Agreement with respect to the sublicensed technology (including with respect to Institutional In-License costs pursuant to Section 4.6), (2) the applicable sublicensee shall pay all amounts that, but for the partial termination of this Agreement, would have become payable by Beam or such sublicensee with respect to the applicable Family to Editas or the Institutions pursuant to this Agreement prior to the date upon which Editas and such sublicensee enter into such direct license; provided that, in the event that more than one sublicense had been granted by Beam prior to the date of such termination and more than one such sublicensee has elected to enter into a direct license with Editas pursuant to this Section 9.6.2(b), then the total amount payable to Editas pursuant to this clause (2) shall be co-extensive appropriately allocated among such sublicensees so that Editas does not receive from such sublicensees an aggregate amount that is more than the amount owed to it by Beam pursuant to this Agreement prior to such termination, (3) Editas will not be required to undertake obligations in addition to those required by this Agreement, and (4) Editas’s rights under such direct license will be consistent with its rights under this Agreement, taking into account the scope of the license granted by Licensee under such direct license, provided, further, that in no case shall Editas be required to negotiate with such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted sublicensee for a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on more than [**] days from the date of reimbursement)the sublicensee’s notice of its intent to enter into a direct license.

Termination of Rights. Upon termination Tenant agrees to enforce the terms of this Agreement in whole or in part Section 6, and if applicable, the Dog Policy Agreement, against each Dog Owner. Except as provided, below, if the terms of this Section 6, and if applicable, the Dog Policy Agreement, are breached on more than three (3) occasions by either party pursuant any particular Dog Owner and/or Permitted Dog, Landlord may revoke such Dog Owner’s right to bring any of dog into the provisions of Sections 3.4 or 10.2: Project. If, however, (a) a particular Permitted Dog or Dog Owner has violated the rights and licenses granted to Licensee under Article 2 with respect to the terminated Licensed Products and/or Licensed Services, as applicable, shall terminate and, in the event that the Agreement is terminated in whole, all rights in and to and under the Patent Rights shall revert to Harvard; and (b) any existing agreements that contain a Sublicense with respect to the terminated Licensed Products shall terminate to the extent terms of such Sublicense; provided, however, that, for each Sublicensee, upon termination of the Sublicense agreement with such Sublicensee, if the Sublicensee is not then in breach of its Sublicense agreement with Licensee such that Licensee would have the right to terminate such Sublicense, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that arc not included in this Agreement provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be co-extensive with the scope of the license granted by Licensee to such SublicenseeSection 6.4, (b) if Landlord otherwise reasonably determines that the Sublicense granted presence of a particular Permitted Dog at the Project creates a risk to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution health or enforcement of the Patent Rights under the license granted to it directly by Harvard and safety or (c) if there are Landlord has received a complaint from any tenant regarding damage, disruption or nuisance caused by such Permitted Dog in the Building or the Project, which complaint is, in Landlord’s reasonable business judgment, legitimate and not intended solely to harass or frustrate Tenant’s use and occupancy of the Premises or Tenant’s right to bring Permitted Dogs into the Premises in accordance with this Section 6, Landlord shall have the right, at any time, to prevent a particular Permitted Dog from entering or accessing the Project. In addition, Landlord may terminate Tenant’s rights under this Section 6 by written notice thereof to Tenant, and without liability to Tenant, upon the occurrence of any of the following: (i) the breach of the terms of this Section 6 by the same Tenant Party or Dog Owner on more than two (2) occasions in any three (3) month period, (ii) any instance of violence or overt aggression by any Permitted Dog against any tenant, visitor, occupant, or other person at the Project, (iii) Tenant ceases to lease and occupy at least one Sublicensee(1) full floor in the Building, each Sublicensee (iv) Landlord’s sale or transfer of Landlord’s interest in the Building, (v) at any time that is granted an Event of Default by Tenant then exists, or (vi) if Landlord or a direct license shall be responsible for a pro rata share prospective purchaser of the reimbursement due under Section 6.2.3 of this Agreement (based on Project seeks to mortgage the number of direct licenses under Project and the Patent Rights prospective Landlord’s Mortgagee identifies Tenant’s right to have Permitted Dogs in effect on the date of reimbursement)Premises as a reason it is not willing to provide financing or as a reason for imposing terms in such financing as it is willing to provide that are materially more onerous than current market terms for comparable loans secured by comparable properties as the Project.

Termination of Rights. Upon termination Notwithstanding anything to the contrary, as of this Agreement in whole the date of the first occurrence of any or all of the following, at Landlord's election all of Tenant's rights and Landlord's obligations under or in part by either party pursuant connection with this Addendum will terminate and lapse completely, except that the entity that is the Landlord immediately prior to the occurrence of any or all of the provisions following shall remain obligated to pay to Tenant (or at such entity's election credit against amounts owed by Tenant to such entity) Tenant's share of Sections 3.4 or 10.2: undistributed Net Proceeds (if any) existing as of the date of such occurrence: (a) The termination or expiration of this Lease in accordance with its terms. (b) A default by Tenant under this Lease. (c) The closing of any Purchase Option, or the closing of another bona fide sale or other conveyance by Landlord of all or any portion of the Premises, or any interest therein (which shall not be deemed to include an interest in Landlord), which sale or conveyance is not prohibited under this Lease, but Tenant's rights and licenses granted Landlord's obligations with respect to Licensee under Article 2 Net Proceeds shall continue with respect to the terminated Licensed Products and/or Licensed Servicesportions of the Premises or interests therein, as applicableif any, shall terminate and, in the event that the Agreement is terminated in whole, all rights in still retained by Landlord and to and under the Patent Rights shall revert to Harvard; and (b) any existing agreements that contain a Sublicense with respect to any Net Proceeds received by Landlord in connection with such sale or other conveyance (except with respect to a sale pursuant to a Purchase Option or a sale associated with an "LC Return" as defined in Subsection (d) below). (d) The sale or other conveyance by Landlord of all or any portion of the terminated Licensed Products shall terminate Premises or any interest therein, which sale or conveyance is not prohibited under this Lease, provided that prior to or on or about the extent closing of such Sublicense; providedsale or conveyance, howeverthe Letter of Credit is returned to Tenant undrawn (or if drawn upon, that, for each Sublicensee, upon termination of the Sublicense agreement with such Sublicensee, if the Sublicensee is not then any outstanding LC Advances repaid in breach of its Sublicense agreement full) and with Licensee such that Licensee would have the right to terminate such Sublicense, such Sublicensee shall have the right to obtain a license from Harvard no obligation on the same terms part of Tenant to supply additional Letters of Credit under this Lease, and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that arc not included in this Agreement provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be co-extensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee event Tenant shall not have the right any continuing rights nor shall Landlord have any continuing obligations with respect to participate Net Proceeds, whether received by Landlord in the prosecution connection with such sale or enforcement conveyance or otherwise. The return of the Patent Rights under Letter of Credit to Tenant as described above is called the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement)"LC Return."