Common use of Without prejudice to any other rights of the Clause in Contracts

Without prejudice to any other rights of the. Parties this Agreement may be terminated by notice in writing: 12.2.1 by either Party forthwith if the other Party shall be in material breach of any of its obligations under this Agreement and in the case of a remediable breach fails to remedy the breach within sixty (60) days of written notice containing full particulars of the breach and requiring it to be remedied; Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 24b-2 of the Exchange Act of 1934, as amended. Confidential Portions are marked: [***]. 12.2.2 by CRT if a voluntary arrangement is proposed or approved or an administration order is made, or a receiver or administrative receiver is appointed of any of the Company’s assets or undertakings or a winding-up resolution or petition is passed (otherwise than for the purpose of solvent reconstruction or amalgamation) or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or make a winding-up order or similar or equivalent action is taken against or by the Company by reason of its insolvency; 12.2.3 by CRT forthwith in the event that, by way of merger, acquisition or otherwise, the Company becomes a Tobacco Party; or 12.2.4 by CRT upon forty five (45) days written notice to the Company if the Company: (a) discontinues the development (including prosecuting application for Regulatory Authorisation) of all Licensed Products; or (b) after the filing of the IND, discontinues the development (including prosecuting application for Regulatory Authorisation) of one or more Licensed Product(s) in all disease indications (in which case termination shall not apply to the whole Agreement but shall be limited to such Licensed Product(s)); or (c) after the filing of the IND, discontinues the development (including prosecuting application for Regulatory Authorisation) of one or more Licensed Product(s) in oncology (in which case termination shall not apply to the whole Agreement but shall be limited to such Licensed Product(s) in oncology); or (d) fails to use its commercially reasonable efforts to obtain Regulatory Authorisation in a timely manner in all of the Major Markets, taking into account the unique aspects of the development and regulatory path for the Licensed Product, indication and market (in which case termination shall be effective only in respect of that Major Market); or (e) having obtained Regulatory Authorisation for a Licensed Product in a Major Market, ceases to actively market and sell such Licensed Product in such Major Market (in which case termination shall be effective only in respect of that Licensed Product in that Major Market); or (f) ceases to carry on business in the Field; or (g) without reasonable cause fails to commence sale of a Licensed Product in a Major Market within two (2) years of obtaining Regulatory Authorization to market the Licensed Product in such market; or (h) without CRT’s prior written consent, abandons or fails to prosecute any of the Company Patent Rights in any Major Market.

Without prejudice to any other rights of the. Parties this Agreement may be terminated by notice in writing: 12.2.1 by either Party forthwith if the other Party shall be in material breach of any of its obligations under this Agreement and in the case of a remediable breach fails to remedy the breach within sixty ninety (6090) days of written notice containing full particulars of the breach and requiring it to be remedied; Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 24b-2 of the Exchange Act of 1934, as amended. Confidential Portions are marked: [***].; 12.2.2 by CRT if a voluntary arrangement is proposed or approved or an administration order is made, or a receiver or administrative receiver is appointed of any of the Company’s assets or undertakings or a winding-up resolution or petition is passed (otherwise than for the purpose of solvent reconstruction or amalgamation) or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or make a winding-up order or similar or equivalent action is taken against or by the Company by reason of its insolvency; 12.2.3 by CRT forthwith in the event that, by way of merger, acquisition or otherwise, the Company becomes a Tobacco Party; oror [***] = Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted information. 12.2.4 by CRT upon forty five ninety (4590) days written notice to the Company if the Company: (a) discontinues the development (including prosecuting application for Regulatory Authorisation) of all Licensed Products; or (b) after the filing of the IND, discontinues the development (including prosecuting application for Regulatory Authorisation) of a Licensed Product in relation to one or more Licensed Product(s) in all disease indications Oncology Indications (in which case termination shall not apply to the whole Agreement but shall be limited to such Licensed Product(s)Product and such Oncology Indications); or (c) after the filing of the IND, discontinues the development (including prosecuting application for Regulatory Authorisation) of one or more all Licensed Product(s) Products in oncology Oncology Indications (in which case termination shall not apply to the whole Agreement but shall be limited to such Licensed Product(s) in oncologyOncology Indications); or (d) fails to use its commercially reasonable efforts to obtain Regulatory Authorisation in a timely manner in all of the Major MarketsMarkets within fifteen (15) years, taking into account the unique aspects of the development and regulatory path for the Licensed Product, indication and market (in which case termination shall not apply to the whole Agreement but shall be effective only in respect of limited to that Major Market); or (e) having obtained Regulatory Authorisation for a Licensed Product in a Major Market, ceases to actively market and sell such Licensed Product in such Major Market (in which case termination shall not apply to the whole Agreement but shall be effective only in respect of limited to that Licensed Product in that Major Market); or (f) ceases to carry on business in the Field; or (g) without reasonable cause fails to commence sale sales of a any Licensed Product in a Major Market within two (2) years of obtaining Regulatory Authorization to market the such Licensed Product in such market; or market (h) without CRT’s prior written consent, abandons or fails in which case termination shall not apply to prosecute any of the Company Patent Rights whole Agreement but shall be limited to that Licensed Product in any that Major Market).

Without prejudice to any other rights of the. Parties this Agreement may be terminated by notice in writing: 12.2.1 by either Party forthwith if the other Party shall be in material breach of any of its obligations under this Agreement and in the case of a remediable breach fails to remedy the breach within sixty (60) days of written notice containing full particulars of the breach and requiring it to be remedied; Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 24b-2 of the Exchange Act of 1934, as amended. Confidential Portions are marked: [***].; 12.2.2 by CRT if a voluntary arrangement is proposed or approved or an administration order is made, or a receiver or administrative receiver is appointed of any of the Company’s assets or undertakings or a winding-up resolution or petition is passed (otherwise than for the purpose of solvent reconstruction or amalgamation) or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or make a winding-up order or similar or equivalent action is taken against or by the Company by reason of its insolvency; 12.2.3 by CRT forthwith in the event that, by way of merger, acquisition or otherwise, the Company becomes a Tobacco Party; or 12.2.4 by CRT upon forty five (45) days written notice to the Company if the Company: (a) discontinues the development (including prosecuting application for Regulatory Authorisation) of all Licensed Products; or (b) after the filing of the IND, discontinues the development (including prosecuting application for Regulatory Authorisation) of one or more Licensed Product(s) in all disease indications (in which case termination shall not apply to the whole Agreement but shall be limited to such Licensed Product(s)); or (c) after the filing of the IND, discontinues the development (including prosecuting application for Regulatory Authorisation) of one or more Licensed Product(s) in oncology (in which case termination shall not apply to the whole Agreement but shall be limited to such Licensed Product(s) in oncology); or (d) fails to use its commercially reasonable efforts to obtain Regulatory Authorisation in a timely manner in all of the Major Markets, taking into account the unique aspects of the development and regulatory path for the Licensed Product, indication and market (in which case termination shall be effective only in respect of that Major Market); or (e) having obtained Regulatory Authorisation for a Licensed Product in a Major Market, ceases to actively market and sell such Licensed Product in such Major Market (in which case termination shall be Confidential treatment has been requested for certain portions of this exhibit pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934, as amended. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Confidential portions are marked: [***]. effective only in respect of that Licensed Product in that Major Market); or (f) ceases to carry on business in the Field; or (g) without reasonable cause fails to commence sale of a Licensed Product in a Major Market within two (2) years of obtaining Regulatory Authorization to market the Licensed Product in such market; or (h) without CRT’s prior written consent, abandons or fails to prosecute any of the Company Patent Rights in any Major Market.