Common use of Termination for Material Breach Clause in Contracts

Termination for Material Breach. 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. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 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 Co-Promotion Term has expired.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other is in breach Party (the “Breaching Party”) has materially breached one or more of its material obligations hereunderunder this Agreement, then the nonNon-breaching Breaching Party may deliver notice of such material breach to the other PartyBreaching Party (a “Default Notice”). For all breaches other than If the Breaching Party does not dispute that it has committed a failure to make a payment as set forth in material breach of one or more of its material obligations under this Agreement, then if the allegedly breaching Breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 receipt of the conclusion Default Notice, or if such compliance cannot be fully achieved through diligent efforts within such *** day period but the Breaching Party has 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 Breaching Party. If the Breaching Party disputes that it has materially breached one or more of its material obligations under this Agreement, the dispute shall be resolved pursuant to Section 11.7. If, as a result of the application of such dispute resolution procedure (and such termination shall then procedures, the Breaching Party is determined to be effective upon written 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 one or more of its material 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 (an “Adverse Ruling”), then if the Breaching Party fails to cure any breach specified by the 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 has 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 full force and effect as if FivePrime had not initiated any Coevent within *** days after the Adverse Ruling, then the Non-Promotion Term for any Product under Section 7.2 and Breaching Party may terminate this Agreement upon written notice to the time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredBreaching Party.

Termination for Material Breach. If either Either Party believes that may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if the other is Party has materially breached or defaulted in breach the performance of its material any relevant obligations hereunderunder this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, then and the non-breaching Party may deliver has provided written notice of such breach to the other PartyParty 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 as set forth in this AgreementSection 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 such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such of breach. If the breaching Party receiving 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 fails exists, the dispute shall be resolved pursuant to cureArticle 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 fails to disputesuffers appointment of a receiver or trustee over its property, that breach 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 applicable period set forth abovefiling thereof, then the other Party originally delivering the notice of breach may terminate this Agreement effective on immediately upon written notice of termination to the other such 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 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 Co-Promotion Term has expired.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other is in breach Party (the “Breaching Party”) has materially breached one or more of its material obligations hereunderunder this Agreement (a “Material Breach”), then the nonNon-breaching Breaching Party may deliver give the Breaching Party notice of such breach 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 upon written notice to the other Breaching Party. For all breaches other than If the Breaching Party disputes that it has committed a failure Material Breach, the dispute shall be resolved pursuant to make Section 11.5. If, as a payment result of the application of such dispute resolution procedures, the Breaching Party is determined to have committed a Material Breach (an “Adverse Ruling”), then, if the Breaching Party fails to complete the actions specified by the 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 upon written notice to the Breaching Party. The right of either Party to terminate this Agreement as set forth in this AgreementSection 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 allegedly breaching Non-Breaching Party shall have *** days from such notice a right to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination only with respect 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 notification from the notifying Party to the breaching PartyRegion(s). Notwithstanding The Region(s) with respect to which the Non-Breaching Party exercises its termination right pursuant this Section 11.2(b), in 6.2 are referred to as 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 Co-Promotion Term has expired“Terminated Region.”

Termination for Material Breach. If either Each 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. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 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 FivePrimethis Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within ninety (90) days from the date of such notice (or within ten (10) business days from the date of such notice if such material breach is solely based on the breaching Party’s rights failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such ninety (90) day period, the 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. Any right to terminate under this Section 7.2 8.2 shall be stayed and the Co-Promotion cure 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 entitled to offset, against amounts payable to the other Party 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 pursuant to this Section 8.2 and the sole basis for such right 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 otherwise continue in full force only be with respect to the SBP626 Compounds and effect as if FivePrime had SBP626 Licensed Products and not initiated any Co-Promotion Term for any Product under with respect to the SBP625 Compounds, SBP625 Licensed Products or Other Licensed Products, subject to Section 7.2 and the time period during which FivePrime had the right to initiate such Co-Promotion Term has expired8.6(b).

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other is in breach Party (the “Breaching Party”) has materially breached one (1) or more of its material obligations hereunderunder this Agreement, then the nonNon-breaching Breaching Party may deliver notice of such material breach to the other 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 Breaching Party has 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 Breaching Party; provided that if such material breach is with respect to only one Collaboration Program (and not this Agreement in its entirety), such termination shall be limited to such Program. For all breaches other than a failure to make a payment as set forth in If the Breaching Party disputes that it has materially breached one (1) of its material obligations under this Agreement, the allegedly breaching Party dispute shall have *** days from such notice be resolved pursuant to dispute or cure such breachSection 13.7. If, except that in the event the breach is as a result of HGS’ the application 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 the first sentence of Section 4.2(bthis Agreement (an “Adverse Ruling”), HGS shall have *** days from such notice then if the Breaching Party fails to dispute such breach or *** days from such notice complete the actions specified by the Adverse Ruling to cure such breach. For any material breach within [*** 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. *] (or within [***] if such breach arising from a failure to make a is for non-payment set forth in of any amounts due under this Agreement, the allegedly breaching Party shall have *** days from the receipt of the notice to dispute or cure ) after such breach. If the Party receiving notice of breach fails to cureruling, or fails to dispute, that breach within the applicable such other period set forth aboveas may be specified in such Adverse Ruling, then the Non-Breaching Party originally delivering the notice of breach may terminate this Agreement effective on upon written notice of termination to the other Breaching Party. If the allegedly breaching Party in good faith disputes ; provided that if such material breach or disputes the failure to cure or remedy such material breach is with respect to: (a) only one Collaboration Program (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 Agreementits entirety), and such breaching Party further fails to cure such breach within *** days after the conclusion of that dispute resolution procedure (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 then be effective upon written notification from the notifying Party limited to the breaching Party). Notwithstanding this Section 11.2(b)such Collaboration Program, in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 AbbVie Opt In Product or the Co-Promotion Agreementsuch Major Markets, 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 Co-Promotion Term has expiredapplicable.

Termination for Material Breach. If In the event that either Party believes that (the other is “Breaching Party”) shall be in breach material default of any of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in under this Agreement, in addition to any other right and remedy the allegedly breaching other Party shall have (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement in its entirety or with respect to the country or countries in the Territory to which such material default applies by *** (***) days from 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 notice default cannot be cured within such Notice Period, if the Breaching Party commences actions to dispute or cure such breachdefault within the Notice Period and thereafter diligently continues such actions); provided, except further, that in the event that Licensee is the breach Party in material default and the default is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice with respect to dispute such breach 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 Licensee’s failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have *** days from the receipt of the notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate use Diligent Efforts as required under this Agreement effective on written notice of termination with respect to the other Party. If the allegedly breaching Party Initial POZEN Products 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 abovea particular Major Ex-U.S. Market Country, 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 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 POZEN shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement only with respect to such country and not in its entirety. It is understood that termination pursuant to this Section 12.3 (Termination for Material Breach) shall otherwise continue be a remedy of last resort and may be invoked only in full force 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 effect as is diligently pursuing such procedure, including any litigation following therefrom, the termination shall become effective only if FivePrime had not initiated any Co-Promotion Term and when such dispute is finally resolved through such dispute resolution procedure. This Section 12.3 (Termination for any Product under Section 7.2 and Material Breach) defines exclusively the time period during which FivePrime had the Parties’ right to initiate such Co-Promotion Term has expiredterminate in case of any material breach of this Agreement.

Termination for Material Breach. If In the event that 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. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach performance of any of its obligations under Section 7.2 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 forty-five (45) days for any payment breach) (the Co“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-Promotion 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 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 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 ***Confidential Treatment Requested 51. its obligations under this Agreement, HGS termination shall have not take effect pending resolution of such dispute pursuant to Article 14. If, as a result of the right application of such dispute resolution procedures, the Breaching Party is determined to terminate FivePrime’s rights be in material breach of one or more of its obligations under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall otherwise continue in full force and effect as (an “Adverse Ruling”), then if FivePrime had not initiated any Co-Promotion Term the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such breach within ninety (90) days (or forty five (45) days for any Product under Section 7.2 and payment breach) after such Adverse Ruling, then the time period during which FivePrime had Complaining Party may terminate this Agreement upon written notice to the right to initiate such Co-Promotion Term has expiredBreaching Party.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other is in breach Party (the “Breaching Party”) has materially breached one or more of its material obligations hereunderunder this Agreement (a “Material Breach”), then the nonNon-breaching Breaching Party may deliver give the Breaching Party notice of such breach 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 upon written notice to the other Breaching Party. For all breaches other than If the Breaching Party disputes that it has committed a failure Material Breach, the dispute shall be resolved pursuant to make Section 10.5. If, as a payment result of the application of such dispute resolution procedures, the Breaching Party is determined to have committed a Material Breach (an “Adverse Ruling”), then, if the Breaching Party fails to complete the actions specified by the 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 upon written notice to the Breaching Party. The right of either Party to terminate this Agreement as set forth in this AgreementSection 5.2 shall not be affected in any way by its waiver of, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 Agreementtake action with respect to, the allegedly breaching Party shall have *** days from the receipt of the notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 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 Co-Promotion Term has expiredprevious default.

Termination for Material Breach. If In the event that either Party believes that (the other “Breaching Party”) is in breach material default of any of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in under this Agreement, in addition to any other right and remedy the allegedly breaching other Party shall have *** days from such notice to dispute or cure such breach, except that in (the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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“Non-Breaching Party”) may have, the allegedly breaching Non-Breaching Party shall have *** days from the receipt of the notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on by [* * *] days prior written notice of termination (the “Notice Period”) to the other Breaching Party. If , specifying 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 its claim of right to terminate; provided, however, that dispute 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 within cannot be reasonably remedied by the applicable period set forth abovepayment of money damages or other remedy under Applicable Law. Notwithstanding the foregoing, (a) POZEN will retain the matter will be addressed under the dispute resolution provisions in Section 14.6, and the notifying Party may not right to terminate this Agreement until it has been determined under pursuant to this Section 14.6 that 13.2 (i) in the allegedly breaching Party is in material breach event Licensee fails to make any payment due to POZEN pursuant to Sections [* * *] of this Agreement, which [* * *], and such breaching Party further fails to does not cure such breach 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 conclusion of that dispute resolution procedure (and such termination shall then be effective upon written notification from the notifying Party right to the breaching Party). Notwithstanding terminate this Agreement pursuant to this Section 11.2(b), 13.2 (i) in the event of FivePrime’s uncured material breach of any of POZEN fails to comply with its obligations under Section 7.2 [* * *] and POZEN does not cure such breach within [* * *] days after receiving written notice from Licensee , 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 (ii) POZEN [* * *] of this Agreement shall otherwise continue in full force and effect as if FivePrime had POZEN does 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 cure such Co-Promotion Term has expiredbreach within [* * *] days after receiving written notice from Licensee.

Termination for Material Breach. If In the event that 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 ("Breaching Party. For all breaches other than ") commits a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 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 hereunder, such material breach to include a breach of the obligations under Section 7.2 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 such material breach and the actions or conduct that it considers to be an acceptable cure of such material breach. In the Coevent that the Breaching Party fails to cure such material breach within [*****] in the event of a default in payment, and within [*****] in the event of any other breach, after the date of the Non-Promotion Breaching Party's notice thereof, the Non-Breaching Party may terminate this Agreement 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, HGS 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 FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall otherwise continue in full force and effect as (a) if FivePrime no Change of Control had not initiated any Co-Promotion Term for any Product under Section 7.2 and occurred at the time period during which FivePrime 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 initiate recover direct damages, for any harm suffered or incurred by the Non-Breaching Party as a result of such Co-Promotion Term has expired.breach. EXCLUSIVE COLLABORATION AND LICENSE AGREEMENT CONFIDENTIAL EXECUTION VERSION

Termination for Material Breach. If either Upon and subject to the terms and conditions of this Section 19.3, this Agreement shall be terminable by a Party believes that in its entirety or for a particular Licensed Product or particular Licensed Products in the other is Field in breach of its material obligations hereunderthe entire Territory, then the non-breaching Party may deliver upon written notice of such breach to the other Party. For all breaches , if such other than Party commits a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ 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). Such notice of termination shall set forth in reasonable detail the first sentence facts underlying or constituting the alleged breach (and specifically referencing the provisions of Section 4.2(bthis Agreement alleged to have been breached), HGS and the termination which is the subject of such notice shall be effective ninety (90) days after the date such notice is given unless the breaching Party shall have *** days from such notice to dispute cured such breach or *** within such ninety (90) day period (or, if such material breach, by its nature, is a curable breach but such breach is not curable within such ninety (90) day period, such longer period not to exceed one hundred eighty (180) days from such notice so long as the breaching party is using Commercially Reasonable Efforts 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. in which event if such breach arising from a failure to make a payment set forth in this Agreementhas not been cured, such termination shall be effective on the allegedly breaching Party shall have *** days from the receipt earlier of the notice expiration of such one hundred eighty (180) day period or such time as the breaching party ceases to dispute or use Commercially Reasonable Efforts to cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b)the foregoing, in the event case of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or a payment obligation hereunder, the Co-Promotion Agreement, HGS ninety (90) day period referred to in the immediately preceding sentence shall have the right to terminate FivePrime’s rights under Section 7.2 instead be thirty (30) days (and the Co-Promotion Agreementimmediately preceding parenthetical clause in the immediately preceding sentence shall not apply). For purposes of this Section 19.3, the term "material breach" shall mean an intentional, continuing (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 uncured within the time period during which FivePrime had the right to initiate such Co-Promotion Term has expireddescribed above) material breach by a Party, as determined by a court of competent jurisdiction.

Termination for Material Breach. If either Party believes that the other is in material breach of its material obligations hereunderthis Agreement, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have [*** *] days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 shall be addressed under the dispute resolution provisions in Section 14.615.6, and the notifying Party may not terminate this Agreement until it has been determined under Section 14.6 15.6 that the allegedly breaching Party is in material breach of this Agreement, and 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 (procedure, and in each case such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding During the Initial R&D Term, any termination under this Section 11.2(b)12.2(b) shall solely be with respect to this Agreement in its entirety. After the Initial R&D Term, in the event of FivePrime’s uncured this Section 12.2(b) shall apply on a Program-by-Program basis and “a material breach of any this Agreement” for purposes of its obligations under this Section 7.2 or the Co-Promotion Agreement, HGS 12.2(b) shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and mean “a material breach of 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 with respect to the time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredapplicable Program”.

Termination for Material Breach. 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 (“Breach Notice”) to the other Party. If the Party receiving notice of breach fails to cure such material 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 this Agreement, the allegedly breaching Party shall have **[ * days ] from such notice Breach Notice to dispute or cure such breach, except provided, however, that in the event the if any breach is not reasonably curable within [ * ] and the allegedly breaching Party is making a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach or *** days from such notice bona fide effort to cure such breach, such termination will be delayed for a time period to be agreed by both Parties in order to permit the allegedly breaching Party a reasonable period of time to cure such breach, not to exceed an additional [ * ]. 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 **cure period will be [ * days from ] and such cure period will be tolled pending resolution of any bona fide dispute between the Parties as to whether such payment is due. In the event Sangamo believes Pfizer has failed to make a 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 [ * ] of receipt of the notice to dispute or cure such breachwritten notice. If the Party receiving notice Parties agree to a resolution for such bona fide dispute or such dispute is resolved pursuant to Section 12.6, any amounts due as part of breach fails to cure, or fails to dispute, that breach such resolution shall be paid within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 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 Co-Promotion Term has expired] thereafter.

Termination for Material Breach. If either Party believes that In the other is in event of any material breach of its material obligations hereunderthis Agreement, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on in its entirety upon thirty (30) days’ prior 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 referencing this Section 16.2 and specifying in reasonable detail the applicable period set forth above, the matter will be addressed under the dispute resolution provisions in Section 14.6, facts 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 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 such the breaching Party further fails has commenced and diligently continued actions to cure such breach within *** days after such thirty-day period, except in the conclusion case of that dispute resolution procedure a payment default, the cure period shall be extended to one hundred twenty (and such 120) days, so long as the breaching Party is making diligent efforts to do so. Such termination shall then be effective upon written notification from the notifying Party to the breaching Party)expiration of such cure period. Notwithstanding this Section 11.2(b)the foregoing, in the event of FivePrime’s uncured material breach of any of its obligations that there is a good faith dispute regarding whether a payment is due to LONZA under Section 7.2 or the Co-Promotion this Agreement, HGS CLIENT shall have pay LONZA any undisputed portion of such payment and may, upon written notice to LONZA, pay fifty percent (50%) of the right disputed portion into escrow pending resolution of such dispute pursuant to terminate FivePrime’s rights under Section 7.2 19.13, and the Co-Promotion Agreementcure 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 this Agreement the costs of the escrow shall otherwise continue in full force 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 effect as allocated pro rata between the Parties if FivePrime had LONZA is determined to be entitled to part, but not initiated any Co-Promotion Term for any Product under Section 7.2 and all, of the time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredescrowed amounts.

Termination for Material Breach. If either Either Party believes that shall have the right to terminate this Agreement in the event the other is Party has materially breached or materially defaulted in breach the performance of any of its obligations hereunder which breach or default is material obligations hereunderin the overall context of the Agreement, then 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 may deliver notice intends to apply should the breach remain uncured. Any such termination shall become effective at the end of such breach [***] day period if, prior to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreementexpiration of the [***] day period, the allegedly 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 a Compound, such cure period shall have be extended for a period not to exceed an additional [*** *] days from such notice to dispute or cure such breach, except that in the event such breaching Party has, within the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have original [*** days from such notice *] day period prepared and communicated to dispute the non-breaching Party, a remediation plan reasonably designed to cure such breach or *** days from default within a reasonable period of time (which plan is reasonably acceptable to the non-breaching Party) and 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 continues to dispute or cure diligently use Commercially Reasonable Efforts to implement such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the other Partyplan throughout such period. 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 aboveParty, the matter will shall be addressed under the dispute resolution provisions in Section 14.617.2, and the notifying Party may not terminate this Agreement until it has been finally determined under Section 14.6 17.2 that the allegedly 126 Portions of the 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 the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED Agreement was materially breached as described above. In the event the breach is limited to one or more Compounds, the non-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 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 will 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 solely with respect to the time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredapplicable Compound(s).

Termination for Material Breach. 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 PartyParty which notice shall clearly mention the remedies that the non-breaching Party intends to apply should the breach remain uncured. For all breaches other than a failure to make a payment as set forth in this Agreement, the The allegedly breaching Party shall have [*** ] days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to curecure such breach, or fails to disputedispute any of the matters described in the next sentence, that breach within the applicable period set forth abovesuch [*]-day period, then (i) if the Party originally delivering the notice of breach is Servier, then Servier may either (1) terminate this Agreement 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 other PartyParty 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 Target-by-Target or country-by-country basis (with the 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 allegedly breaching party of a material breach [*], disputes whether [*] and [*], and provides written notice of that dispute to the other Party within the applicable period set forth above, the matter will shall be addressed under the dispute resolution provisions in Section 14.615.7, and the notifying Party may not terminate this Agreement until it has been determined under Section 14.6 15.7 that (i) the allegedly breaching Party is in material breach of this AgreementAgreement 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). Notwithstanding this Section 11.2(b), in the event of FivePrimeFor Servier’s uncured material breach [*], if the arbitrator under Section 15.7 decides that [*] and [*] under this Agreement by reason of any [*] by reason of the [*] but [*], then Servier may elect, within thirty (30) days after the arbitrator’s decision, to [*] (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 obligations under obligation to [*] or [*], then [*] terminate the Agreement [*]; provided however that for [*], [*] terminate this Agreement [*] as set forth in Section 7.2 [*] and either [*] or [*] as set forth above in the Co-Promotion Agreementdispute mechanism and [*] on account of such breach. For the sake of clarity, HGS [*] shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion this Agreement, and this Agreement shall otherwise continue in full force and effect as on account of [*] breach of its obligation to [*] 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 Co-Promotion Term has expired[*].

Termination for Material Breach. 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. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach or *** days from such notice to cure such breach. For Upon (i) 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 AgreementAgreement by Surface or (ii) any material breach of this Agreement by GSK (the Party so allegedly breaching being the “Breaching Party”), the other Party (the “Non-Breaching Party”) will have the right, but not the obligation, to terminate this Agreement in 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 breach, which notice will, in each case (A) expressly reference this Section 13.3(a), (B) reasonably describe the alleged breach which is the basis of such termination, and (C) clearly state the Non-Breaching Party’s intent to terminate this Agreement if the alleged breach is not cured within the applicable cure period. The termination will become effective at the end of the notice period unless the Breaching Party cures such breaching Party further fails 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 such breach is contested in good faith by the Breaching Party in writing within [*** days after *] of the conclusion delivery of that 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 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 termination shall then be effective upon written notification from time as the notifying Party dispute is resolved pursuant to the breaching Party)ARTICLE XIV. Notwithstanding the foregoing, if the breach and failure to cure contemplated by this Section 11.2(b), 13.3(a) is with respect to GSK’s breach of its diligence obligations set forth in Sections 4.1 and 5.2 with respect to one or more (but not all) of the countries in the event of FivePrime’s uncured material breach of any of Territory, Surface shall not have the right to terminate this Agreement in its obligations under Section 7.2 or the Co-Promotion Agreemententirely, HGS but 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 solely with respect to the country(ies) to which such breach 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 failure to initiate such Co-Promotion Term has expiredcure applies.

Termination for Material Breach. If either Party believes that the other is in material breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the The allegedly breaching Party shall have *** days from such notice to dispute such breach or commence a cure such of the breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS and shall have *** days from such notice to dispute complete such cure, except when the breach is a non-payment of payments owed, in which case such breach must be disputed 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 cured within *** days from the receipt date of the notice to dispute or cure such breachbreach notice. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period periods set forth above, then then, subject to the rest of this Section 7.2(b), the Party originally delivering the notice of breach may terminate this Agreement in its entirety, effective 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, 10.6; and the notifying Party may not terminate this Agreement until the date that it has been determined under Section 14.6 10.6 that the allegedly breaching Party is in material breach of this Agreement, . Upon such date and such breaching Party further fails to cure such breach within for a period of *** days after thereafter, this Agreement may be terminated by the conclusion of that dispute resolution procedure (and such termination shall then be effective upon non-breaching Party by written notification from the notifying Party notice to the breaching Party)Party as follows: (i) if a First Commercial Sale has taken place in the U.S. and such breach pertains only to one or more particular country(ies) other than the 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. Notwithstanding this Section 11.2(b)For clarity, in the event of FivePrime’s uncured a material breach of any of its obligations under by Galaxy established pursuant to this Section 7.2 or the Co-Promotion Agreement7.2(b), HGS FivePrime shall have the right to option, at its sole discretion, to: (A) terminate FivePrime’s rights under Section 7.2 and the Co-Promotion this Agreement, and in which event Section 7.6 shall apply; or (B) maintain this Agreement in effect, in which event Sections 3.2, 3.6 and 5.3(f) shall otherwise continue in full be of no further 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 Co-Promotion Term has expiredor effect.

Termination for Material Breach. If either Party believes that the other is in material breach of its obligations hereunder or material obligations hereunderbreach of any representation or warranty set forth in this Agreement, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have [*** ] days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 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 Securities and Exchange Commission pursuant to rule 24b-2 of the Securities Exchange Act of 1934, as amended. the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 shall be addressed under the dispute resolution provisions in Section 14.616.6, and the notifying Party may termination shall not terminate this Agreement become effective unless and until it has been determined under Section 14.6 16.6 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 notification from the notifying Party to the breaching Party). Notwithstanding the foregoing, if the material breach [*] and provided that such material breach [*] under this Section 11.2(b), 13.2(b) shall [*] set forth 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 [*] with respect to terminate FivePrime’s rights under such [*] except as provided in 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 Co-Promotion Term has expired[*].

Termination for Material Breach. If Subject to the terms and conditions of the Agreement, either Party believes that the other is in breach of its material obligations hereunder, then the non-breaching Party party ("terminating party") may deliver provide written notice of such material breach to the other Partyparty ("breaching party"). For all breaches other than The terminating party may then terminate the Agreement for material breach by providing written notice of termination, if such breach remains uncured for a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** period of thirty (30) days from following such notice of breach; provided, however, that (i) such right to dispute or cure such breach, except that in terminate shall lapse if the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute breaching party cures such breach or *** days from prior to exercise of such notice right 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 1933terminate, AS AMENDED. breach arising from a failure to make a payment set forth in this Agreementand (2) if, the allegedly breaching Party shall have *** days from the following receipt of the notice to dispute or of breach, the breaching party promptly begins and diligently prosecutes a reasonable cure of such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering breaching party may dispute the notice materiality of breach may terminate this Agreement effective 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 14.6breach, and the notifying Party may not terminate this Agreement until it has been determined grounds for termination, under Section 14.6 15 of this Agreement. In the event of such a dispute, the termination will not take effect until an arbitrator has determined that the allegedly breaching Party agreement is in material breach, although, in such event, the termination will be deemed to have taken effect as of the date of the original notice of termination. In particular, and without limitation of the foregoing, this Agreement 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 failure 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 this AgreementSection 9.6; or (d) FTIS fails to process Accounts on the Software as contemplated by Section 13.3, and such breaching Party further failure is particularly egregious or damaging and FTIS fails to promptly cure such breach failure within *** days after a reasonable period under the conclusion of that dispute resolution procedure (and such termination shall then be effective upon written 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 Co-Promotion Term has expiredcircumstances.

Termination for Material Breach. If either (a) Upon any material breach of this Agreement by a Party believes that (the “Breaching Party”), the other Party (the “Non-Breaching Party”) may give written notice to the breaching Party specifying the claimed particulars of such breach. The Breaching Party shall have a period of [**] days after such notice if such material breach is in a breach of its a payment obligation or [**] days after such notice in the case of any other material obligations hereunderbreach in which to cure such breach; provided, then the non-breaching Party may deliver notice of however, that if such breach to the other Party. For all breaches other than a failure 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 make a payment as set forth in this Agreementcure such breach and thereafter diligently pursues such actions, the allegedly breaching Breaching Party shall have such additional period as is reasonable in the circumstances, but in no event longer than [*** ] days from such notice to dispute or after the end of the original cure such breachperiod, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach or *** days from such notice to cure such breach. For If 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. alleged breach arising from a failure hereunder is disputed pursuant to make a payment the dispute resolution process set forth in this AgreementARTICLE 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 shall have *** days from under this Section 11.02 and the receipt of the notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice 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 allegedly breaching Breaching Party in good faith disputes such material breach or disputes the failure fails to cure or remedy such material the breach and provides written notice of that dispute to the other Party within the applicable time period set forth above, the matter will be addressed under the dispute resolution provisions in Section 14.6, and the notifying Non-Breaching 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 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 thereafter to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall otherwise continue effective immediately 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 full force and effect as if FivePrime had order to facilitate an orderly transition of activities relating to the Products or elect 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 Co-Promotion Term has expiredterminate this Agreement.

Termination for Material Breach. If either (a) A Party believes that shall have the other is right to terminate this Agreement in breach of its material obligations hereunder, then the non-breaching Party may deliver entirety (except as expressly set forth below in this Section 11.2(a) or in Section 11.2(b)) upon written notice of such breach to the other PartyParty 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 first Party requesting cure of the breach. For all breaches 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 failure payment breach) with respect to make a 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 this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of this Section 4.2(b11.2(a), HGS shall have *** days from such notice to dispute ) period unless the breaching Party has cured such breach or *** days from prior to the end of such notice to cure period. Notwithstanding the foregoing, if 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. material breach (other than a material breach arising from a failure to make a payment set forth in this Agreementpayment) cannot be reasonably cured during the foregoing cure period, the allegedly breaching Party shall have but is capable of cure within [*** days from the receipt of the notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above*], then the breaching Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination submit to the other Party. If the allegedly non-breaching Party in good faith disputes such material breach or disputes the failure a reasonable cure plan to cure or remedy such material breach that is reasonably acceptable to the non-breaching Party, and provides written upon such submission, the applicable cure 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 notice of that dispute such breach (subject to the other Party within the applicable period set forth above, the matter will be addressed under the dispute resolution provisions in procedures set forth below). Any right to terminate under this Section 14.6, 11.2(a) shall be stayed and the notifying cure period tolled in the event that, during any cure period, the Party may not terminate this Agreement until it has alleged to have 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 shall have initiated dispute resolution procedure (and such termination shall then be effective upon written notification from the notifying Party in accordance with Article 13 with respect to the breaching Party). Notwithstanding this Section 11.2(b)alleged breach, which stay and tolling shall continue until such dispute has been resolved 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 Co-Promotion Term has expiredaccordance with Article 13.

Termination for Material Breach. Either Party (the “Non-Breaching Party”) may terminate this Agreement upon written notice to the other Party (the “Breaching Party”) if such other Party has materially breached any of its obligations (including a failure to perform with respect thereto) under this Agreement and has not cured such breach within [***] after notice from the non-breaching Party requesting cure of such breach. If either Party believes the breach is not non-curable, is not for non-payment, and cannot reasonably be cured with [***], then the cure period shall be extended as reasonably necessary to cure such breach; provided that the other is breaching Party provides the non- breaching Party with a detailed plan and timeline to cure such breach within such extended cure period, and use its commercially reasonable efforts to cure such breach in accordance with such plan. Unless the breaching Party has cured or remedied any such breach prior to the expiration of its material obligations hereunderthe applicable period, such termination shall become effective upon the breaching Party’s receipt of the written notice of termination. If the alleged breaching Party contests in good faith the existence or materiality of any alleged breach, or the failure to cure, during any cure period, and initiates the dispute resolution procedure in accordance with Article 14, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 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 this Agreement under this Section 7.2 11.3, and the Coapplicable 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-Promotion AgreementDispute Cure Period (as defined below), all of the terms and conditions of this Agreement shall otherwise continue remain 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 Parties shall continue to perform all of their respective obligations hereunder. If, as a result of the right application of such dispute resolution procedures, the Breaching Party is determined to initiate such Co-Promotion Term has expired.be in

Termination for Material Breach. If Subject to the provisions of ------------------------------- this Section 10.2, 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 "Breaching Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party ") shall have *** committed a Material Breach and such Material Breach shall remain uncured and shall be continuing for a period of sixty (60) days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 following receipt of the notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 thereof by the other Party within (the applicable period set forth above"Non-Breaching Party"), then, in addition to any and all other rights and remedies that may be available, the matter will be addressed under the dispute resolution provisions in Section 14.6, and the notifying Non-Breaching 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 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 this Agreement and/or the relevant licenses hereunder effective upon the expiration of such sixty (60) day period. Any such notice of alleged 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. Any good faith dispute among the Parties as to whether a Material Breach shall have occurred or been cured shall be subject to arbitration pursuant to Section 13.2 hereof. For purposes of this Agreement, "Material Breach" shall mean the breach of or failure to perform, in a material respect, a Party's material obligations under Section 7.2 this Agreement. Without limiting the foregoing and by way of example only, the term "Material Breach" shall be deemed to include the failure of any Party in a material respect to meet such Party's payment obligations hereunder and the Co-Promotion Agreementunlicensed development or commercialization of a Human Therapeutic Product. In the event of a Material Breach which is specific to any product being developed or commercialized by a Party hereunder, and this Agreement may only be terminated with respect to the specific Human Therapeutic Product or MYRIAD Product relevant to such Material 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 continue 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 full force and effect as if FivePrime had not initiated any Co-Promotion Term for any Product under Section 7.2 and accordance with the time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredprovisions of Article XIII.

Termination for Material Breach. If either Party 14.2.1 In the case that one of the Parties believes that the other is Party has materially breached the Agreement, the Joint Steering Committee shall be notified and meet as soon as possible in breach order that the Parties attempt to resolve any dispute as to the existence of its any such material obligations hereunderbreach. 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 matter for review from the Joint Steering Committee, the non-breaching Party may deliver then proceed to give written notice of such breach termination for material breach. 16 14.2.2 If pursuant to Section 14.2.1, either Party gives written notice to the other Party 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 Joint Steering Committee and the Chief Executive Officers, this Agreement and the rights and options granted herein may be terminated by the non-breaching Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have effective *** days from such after giving written notice to dispute or cure such the breaching Party of termination for non-curable breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such after giving written notice to dispute 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 *** 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 Agreementperiod, the allegedly breaching Party notice shall have *** days from be automatically withdrawn and of no effect. 14.2.3 If Xxxxxx Xxxxxxx has the receipt of the notice right to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on pursuant to Section 14.2.2 for Palatin’s material breach, Xxxxxx Xxxxxxx may elect, by written notice of termination to the other Party. If the allegedly breaching Party in good faith disputes such material breach or disputes the failure Palatin, not 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 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 14.6 that the allegedly breaching Party is 15.2.2. Following a final resolution pursuant to Section 15.2.2 (unless Palatin in writing does not 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 amount of damages determined and such awarded to Xxxxxx Xxxxxxx pursuant to Section 15.2.2 (or agreed to in writing by the Parties). For purposes of the immediately preceding sentence, a final resolution with respect to a dispute relating to intellectual property or a breach of the confidentiality obligations of this Agreement means a final, non-appealable judgment by a court of competent jurisdiction. 14.2.4 Any exercise by the Parties of their rights under Section 14.2.2 may be on a country-by-country basis, in the non-breaching Party further fails to cure such breach within *** days after the conclusion of that dispute resolution procedure (and Party’s discretion, in which case such termination shall then be effective upon written notification from the notifying Party partial in nature and shall only apply to the breaching Party)particular country which is the source of the alleged material breach. Notwithstanding Furthermore, Palatin shall have the alternative option, in its sole discretion, instead of terminating the Agreement in part or in whole, to convert the exclusive appointment of Xxxxxx Xxxxxxx under Article 2 of this Section 11.2(b)Agreement into a non-exclusive appointment, and to apply such non-exclusive status on a country-by-country basis, in the event non-breaching Party’s discretion, in which case such non-exclusivity shall only apply to the particular country which is the source of FivePrime’s uncured the alleged 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 Co-Promotion Term has expired.breach. 14.3

Termination for Material Breach. If either Either Party believes that (the “Non-Breaching Party”) may, without prejudice to any other is remedies available to it under applicable Law or in breach of its material obligations hereunderequity, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination with respect 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 license granted 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 “Breaching Party”) under Section 14.6 that 2.1 (but may, for clarity, retain the allegedly breaching license granted to the Non-Breaching Party is in material breach of under Section 2.1) if the Breaching Party shall have materially breached this Agreement, and such breaching material breach shall have continued for [**] days (or, in the case of a payment breach by the Breaching Party, [**] days) after written notice thereof was provided to the Breaching Party further fails by the Non-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 breach within 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 to the Non-Breaching Party a written plan that is reasonably calculated to effect a 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 Breaching Party’s right to cure extend beyond [*** ] days after the conclusion expiration of that dispute resolution procedure (and such termination shall then be effective upon written notification from the notifying original cure period. The right of either Party to the breaching Party). Notwithstanding terminate this Agreement as provided in this Section 11.2(b), 9.3 shall not be affected in the event of FivePrimeany way by such Party’s uncured material breach of waiver or failure to take action with respect to 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 Co-Promotion Term has expiredprevious breach.

Termination for Material Breach. If In the event that either Party believes that (the other is “Breaching Party”) materially defaults in breach the performance of any of its material obligations hereunderunder this Agreement relating to a particular Collaboration Combination or Licensed Combination, then other than the non-breaching Party may deliver notice of such breach to the other Party. For all breaches obligations set forth in Sections 3.3 or 4.1 hereof and other than a failure default described in Section 11.4, in addition to make a payment as set forth in this Agreementany other right and remedy the other Party (the “Complaining Party”) may have, the allegedly breaching Complaining Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on solely with respect to such Collaboration Combination or Licensed Combination by thirty (30) days prior written notice of termination (the “Notice Period”) to the other 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 default 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 allegedly breaching Party in good faith disputes end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing 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 aboveprocedure, including any litigation following therefrom, the matter will be addressed under the termination shall become effective only if and when allowed through such dispute resolution provisions procedure finally resolved. This Section 11.2 defines exclusively the Parties’ right to terminate 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 case of any material breach of this Agreement, and such breaching Party further fails to cure such contract other than a breach within *** days after the conclusion of that dispute resolution procedure (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party)Section 3.3 or 4.1 hereof. Notwithstanding this Section 11.2(b)the foregoing, in upon the event third occurrence of FivePrime’s uncured a default by Fovea of a material breach of any of its obligations obligation 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 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 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 other licenses relating to initiate such Co-Promotion Term has expiredall Licensed Combinations.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other is in breach of its material obligations hereunder, then Party (the non-breaching Party may deliver notice of such breach to the other “Breaching Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 the Non-Breaching Party may deliver written notice of such breaching material breach to the Breaching Party. If the breach is curable, the Breaching Party further will have [**] following its receipt of such written notice to cure such breach (except to the extent such breach involves the 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 [*** days after ] or [**] period, as applicable, or the conclusion of that dispute resolution procedure breach is not subject to cure, (and such termination shall then be effective upon a) the Non-Breaching Party may terminate this Agreement by providing written notification from the notifying Party notice to the breaching Breaching Party). Notwithstanding this Section 11.2(b), in which case, this Agreement will terminate on the event 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 9.3; provided, however, that if (i) the relevant breach (A) does not involve the Breaching Party’s failure to make a payment when due and (B) is curable, but not reasonably curable within [**], and (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 9.3 on account of FivePrime’s uncured material such breach of any of its obligations under Section 7.2 or will be suspended for so long as the CoBreaching Party is continuing to make such bona fide effort to cure such breach and if such breach is successfully cured, the Non-Promotion Agreement, HGS shall Breaching Party will no longer 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 or Vertex (as if FivePrime had not initiated any Cothe Non-Promotion Term for any Product under Section 7.2 and the time period during which FivePrime had Breaching Party) will no longer have the right to initiate elect to exercise the alternate remedy provisions set forth in Section 9.3 on account of such Co-Promotion Term has expiredbreach.

Termination for Material Breach. If In the event that either Party believes that (the other is “Breaching Party”) shall be in breach material default of any of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in under this Agreement, in addition to any other right and remedy the allegedly breaching other Party shall have (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement in its entirety by *** (***) days from such prior written notice (the “Notice Period”) to dispute or cure such breachthe Breaching Party, except that in the event specifying the breach is a result and its claim of HGS’ 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 of its obligations under complained about during the first sentence of Section 4.2(b)Notice Period (or, HGS shall have *** days from if such notice to dispute default cannot be cured within such breach or *** days from such notice Notice Period, if the Breaching Party commences actions to cure such breachdefault within the Notice Period and thereafter diligently continues such actions). For 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS *, HAS BEEN 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 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 Co-Promotion Term has expired.COMMISSION

Termination for Material Breach. If either Party believes that the other is in breach of its material obligations hereundermaterially breaches this Agreement, then the non-breaching Party may deliver notice of such breach to the other Party, which notice will (i) expressly reference this Section 13.2(b), (ii) reasonably describe the alleged material breach which is the basis of such termination, and (iii) clearly state the non-breaching Party’s intent to terminate this Agreement if the alleged breach is not cured within the [*]. For all breaches other than Notwithstanding the foregoing, (A) 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 alleged breaching Party provides a failure written plan for curing such breach to make a payment as set forth 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, the allegedly breaching Party shall have *** days from (2) whether such notice to dispute or cure such breach, except that in the event the material breach is a result of HGS’ breach of its obligations under reasonably curable within the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach or *** days from such notice to applicable 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cureperiod, or fails to dispute, that (3) whether it has cured such material breach within the applicable period set forth abovecure period, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the other Party. If extent the allegedly breaching Party notifies the non-breaching Party in good faith disputes writing of any such material breach or disputes dispute within [*] after the failure to cure or remedy non-breaching Party’s receipt of the termination notice, 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 resolved pursuant to cure such breach within *** days after the conclusion of that dispute resolution procedure (and such termination shall then be effective upon written 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 AgreementArticle 14, and 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 otherwise continue be tolled, all the terms of this Agreement shall remain in full force and effect as if FivePrime had not initiated any Co-Promotion Term for any Product under Section 7.2 effect, and the time period during which FivePrime had the right Parties shall continue to initiate such Co-Promotion Term has expiredperform all of their respective obligations hereunder.

Termination for Material Breach. If either Party believes that Without prejudice to any remedy or claim it may have against 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. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the other Party. If the allegedly breaching Party in good faith disputes such for 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 non-performance of this Agreement, and such breaching either 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 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 in the event that the other Party fails to materially comply with or perform any material provision of this Agreement (the "Breach") in accordance with the following provisions: If the Breach by its nature is not curable, the non-breaching Party 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 have the right to initiate terminate this Agreement with immediate effect by giving the breaching Party notice of any such Conon-Promotion Term 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 of such Reminder (the "Remedy Period"); or in the event that any such curable Breach pertains to 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 cure at the expiration of such Remedy Period; or (iii) cannot be reasonably expected to effect a cure within such Remedy Period; the other Party shall be entitled to terminate this Agreement within a period of [***] days following the expiry of such Remedy Period with immediate effect by giving the breaching Party notice. In the event that the breaching Party, under the circumstances referred to under Section 14.2.1(c) (ii) above, can establish to the reasonable satisfaction of the other 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 expirednot cured the curable Breach by the end of such Extended Remedy Period, the other Party may exercise its termination right for Breach within a period of [***] days following the expiry of such Extended Remedy Period by giving the breaching Party notice.

Termination for Material Breach. If either Each Party believes that will have the other is in breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach right to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on in its entirety immediately upon 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 if 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 other Party is in material breach of this AgreementAgreement and, and after receiving written notice identifying such breaching Party further 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 conclusion 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 that a dispute escalated and resolved subject to the dispute resolution procedure procedures set forth in ARTICLE 12 (Dispute Resolution), then Zai Lab, in its sole discretion and such termination shall then be effective upon written notification from the notifying Party notice to the breaching Party). Notwithstanding this Section 11.2(b)INCY, 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 will have the right to elect to either (a) terminate FivePrime’s rights under Section 7.2 and the Co-Promotion 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 election and during the remainder of the Term 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 Co-Promotion Term has expiredbe reduced by [***].

Termination for Material Breach. If either Either Party believes that (the other is in breach of its material obligations hereunder, then the non“Non-breaching Party Breaching Party”) may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in terminate this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that Agreement in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 “Breaching Party”) commits a material breach of this Agreement, and such breaching material breach (excluding breaches of payment obligations) has not been cured within [***] after receipt of written notice of such breach by the Breaching Party further fails from the Non-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 such breach within *** days after the conclusion Cure Period, then, the Non-Breaching Party’s right of that dispute resolution procedure (and such termination shall then be effective upon suspended only if, and for so long as, the Breaching Party has provided to the Non-Breaching Party a written notification from plan that is reasonably calculated to effect a cure of such material breach, such plan is accepted by the notifying Non-Breaching Party (such acceptance not to be unreasonably withheld, delayed or conditioned), and the Breaching Party commits to and carries out such plan as provided to the Non-Breaching Party. The right of either Party to the breaching Party). Notwithstanding terminate this Agreement as provided in this Section 11.2(b), 9.2 shall not be affected in the event any way by such Party’s waiver of FivePrime’s uncured material or failure to take action with respect to any previous breach of any of its obligations under Section 7.2 or the Co-Promotion this 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 Co-Promotion Term has expired.

Termination for Material Breach. If This Agreement may be terminated effective immediately by written notice by either Party believes that at any time during the Term if the other Party materially 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 of its material obligations hereunderhas occurred, then the non-breaching Party may deliver notice of such breach shall not have the right to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 complies with the applicable dispute resolution procedures hereunder, including those set forth in Section 10.1.2, and the dispute has been determined under Section 14.6 that the allegedly breaching Party is in material resolved pursuant to such procedures and breach of this Agreement, and such breaching Party further fails to cure such breach within remains uncured [*** ] days after the conclusion final resolution of that the dispute through such dispute resolution procedure (and such termination shall then be effective upon written notification from the notifying Party procedures. Notwithstanding anything to the breaching Party). Notwithstanding this Section 11.2(b), contrary set forth 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 but subject to the limitations set forth in full force and effect as if FivePrime had Section 9.6, termination will not initiated be deemed to relieve a defaulting party from any Co-Promotion Term for any Product under Section 7.2 and liability arising from such default. [**] = 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredCommission.

Termination for Material Breach. If either Each Party believes (the “Non-Breaching Party”) shall have the right to terminate this Agreement upon written notice to the other Party (the “Breaching Party”) if such Breaching Party has materially breached a material term of this Agreement and, after receiving written notice from the Non-Breaching Party identifying such Certain confidential information contained in this document, marked by [**], has been omitted because ADC Therapeutics SA has determined that the other information (i) is in not material and (ii) is customarily and actually treated by ADC Therapeutics as private or confidential. material breach and claiming the right to terminate, fails to cure such material breach within [**] days (or, with respect to any breach of a payment obligation, [**] 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 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 the material breach cannot be cured within such [**]-day period, if the Breaching Party commences actions to cure such breach 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 terminate this Agreement in its entirety. In the event that a material obligations hereunderbreach of a material term (other than a payment breach) relates solely to one country, then the non-breaching Party may deliver notice 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 to the other Party. For all breaches relates; provided that, if a material breach of a material term (other than a failure payment breach) relates to make the Major European Countries as a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth abovewhole, then the Party originally delivering the notice of non-breaching Party’s right to terminate for material breach may under this Section 15.2.2 (Termination for Material Breach) will be a right to terminate this Agreement effective 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 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 Co-Promotion Term has expiredentirety.

Termination for Material Breach. If either Either Party believes that may terminate this Agreement, on a Licensed Product by Licensed Product basis, if the other is Party has materially breached or defaulted in breach the performance of its material any relevant obligations hereunderunder this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, then and the non-breaching Party may deliver has provided written notice of such breach to the other PartyParty specifying the basis for the termination. For a failure to make a payment set forth in Article 4, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment as set forth in this AgreementArticle 4, 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 such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such of breach. If the breaching Party receiving 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 fails exists, the dispute shall be resolved pursuant to cureArticle 12, 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 fails to disputesuffers appointment of a receiver or trustee over its property, that breach 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 applicable period set forth abovefiling thereof, then the other Party originally delivering the notice of breach may terminate this Agreement effective on immediately upon written notice of termination to the other such 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 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 Co-Promotion Term has expired.

Termination for Material Breach. If In the event that either Party believes that (the other is "BREACHING PARTY") materially defaults in breach the performance of any of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches under this Agreement other than a failure to make a payment as the obligations set forth in this AgreementSection 7.2 hereof, in addition to any other right and remedy the other Party (the "COMPLAINING PARTY") may have, the allegedly breaching Complaining Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on in its entirety or the Research Period by ninety (90) days prior 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 notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured 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 Period if the Breaching Party cures the breach complained about during the Notice Period (or, if such default cannot be cured within such ninety (90) day period, if the Breaching Party commences actions to cure such default within the Notice Period and thereafter diligently continues such actions). If either Party initiates a dispute resolution procedure as permitted under this Agreement within thirty (30) days 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 15.4 defines exclusively the Parties' right to terminate in case of any material breach of any contract other than a breach 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 Co-Promotion Term has expiredhereof.

Termination for Material Breach. If either Either Party believes may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement subject to ARTICLE 14 in the event that the other is Party (as used in breach this subsection, the “Breaching Party”) shall have materially breached this Agreement or defaulted in the performance of any of its material obligations hereunder, then and not corrected the situation following notice and an opportunity to cure as provided below. The Breaching Party shall have sixty (60) days of written notice thereof was provided to the Breaching Party by the non-breaching Party may deliver notice to remedy such default (or, if such default cannot be cured within such 60-day period, the Breaching Party must commence actions to 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 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 has commenced and diligently continued actions to cure such default provided always that, in such instance, such cure must have occurred within ninety (90) days of written notice thereof being provided to the Breaching Party by the non-breaching Party to remedy such default). 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. For all breaches other than a failure to make a payment as set forth ) disputes in this Agreement, the allegedly breaching Party shall have *** days from good faith such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such material breach or *** days from such notice its failure 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period cure period, then such dispute may be submitted to dispute resolution, either pursuant to the procedures set forth abovein Section 3.01(f) or through litigation or arbitration. In such event, then the Party originally delivering alleging such breach does not have the notice of breach may right to terminate this Agreement effective on written notice of termination pursuant 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 abovethis Section 13.02, 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 determined, pursuant to such dispute resolution procedure, that the allegedly breaching Breaching Party is in material breach of this Agreement, and such breaching Breaching Party further fails to cure such breach within *** sixty (60) days after the conclusion of that dispute resolution procedure (and any such termination shall then be effective upon written notification from the notifying Party to the breaching Party)procedure. Notwithstanding this Section 11.2(b)For clarity, in the event of FivePrime’s uncured a material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreementby MYLAN with respect to a particular ROW Country, HGS shall have the THERAVANCE’s right to terminate FivePrime’s rights under this Section 7.2 and the Co13.02 would apply on a Country-Promotion Agreement, and this Agreement shall otherwise continue by-Country basis as set forth 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 Co-Promotion Term has expired5.04(f).

Termination for Material Breach. 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 (“Breach Notice”) to the other Party. If the Party receiving notice of breach fails to cure such material 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 this Agreement, the allegedly breaching Party shall have [*** ] days from such notice Breach Notice to dispute or cure such breach, except provided, however, that in the event the if any breach is not reasonably curable within [*] days and the allegedly breaching Party is making a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach or *** days from such notice bona fide effort to cure such breach, such termination will be delayed for a time period to be agreed by both Parties in order to permit the allegedly breaching Party a reasonable period of time to cure such breach, not to exceed an additional [*] days. 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 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 due. In the event Sangamo believe Pfizer has failed to make a 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 [** ] days from the of receipt of the notice to dispute or cure such breachwritten notice. If the Party receiving notice Parties agree to a resolution for such bona fide dispute or such dispute is resolved pursuant to Section 16.6, any amounts due as part of breach fails to cure, or fails to dispute, that breach such resolution shall be paid within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 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 Co-Promotion Term has expiredthereafter.

Termination for Material Breach. If either Either Party believes that (the “Terminating Party”) may terminate this Agreement in its entirety, or with respect to the applicable country or jurisdiction on a country-by-country or a jurisdiction-by-jurisdiction basis, if the other is in Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within ninety (90) days after receipt of its material obligations hereunder, then the non-breaching Party may deliver 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 other Party. For all breaches other than a failure Breaching Party in sufficient detail to make a payment as set forth in this Agreementput 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 allegedly breaching Breaching Party shall have *** days from such notice to dispute or cure such breach, except that additional period as is reasonable in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach or *** days from such notice circumstances to cure such breach. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material 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 1933the purposes of this Section 10.3, AS AMENDED. breach arising from the following are deemed to be a failure “material breach” of this Agreement (which, for the avoidance of doubt, shall be subject to make a payment 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 allegedly breaching Party payment described in Section 5.1 or the payments (that are not disputed in good faith) described in Section 5.2. Any termination of this Agreement pursuant to this Section 10.3 shall have *** days become effective upon written notice from the receipt Terminating Party delivered no earlier than at the end of the notice to dispute or cure such breach. If Cure Period, unless the Breaching Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the other Party. If the allegedly breaching Party in good faith disputes has cured any such material breach or disputes the failure to cure or remedy such material breach and provides written notice of that dispute prior to the other Party within the applicable period set forth aboveexpiration of such Cure Period; provided, 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 notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b)however, in the event of FivePrime’s uncured material that the Breaching Party disputes in good faith the breach of any of its obligations under Section 7.2 or alleged by the Co-Promotion AgreementTerminating Party, 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 and each Party may continue to exercise its rights under this Agreement during any dispute resolution process set forth in Section 13.9 relating to such alleged breach, except that the Terminating Party may suspend the performance of its obligations under this Agreement until the conclusion of such dispute resolution process; provided further, however, that in the event that the arbitrators decide that the alleged breach does not initiated any Co-Promotion Term constitute a breach or the termination is not effective, then the Terminating Party shall compensate the alleged Breaching Party and its Affiliates for any Product and all Losses arising in connection with any inability to exercise any rights or suspension of performance under Section 7.2 and the time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredthis Agreement.

Termination for Material Breach. If either Each Party believes 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 is in breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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, Agreement and such breaching Party further fails to cure such breach (in the case of Takeda, including any Shelving Breach) within [*** *] days after the conclusion of that dispute resolution procedure (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), thirty (30) days in the event of FivePrime’s uncured 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 any this Agreement unless all such applicable failures, in the aggregate, have a material adverse effect on the Development or Commercialization of its obligations under Section 7.2 the Products or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrimeother Party’s rights under Section 7.2 and this Agreement. Notwithstanding the Coforegoing, if such material breach is incapable of being cured within the Notice Period, then the non-Promotion Agreementbreaching Party’s right of termination shall be suspended only if, and for so long as, the other Party has provided to the non-breaching Party and is diligently implementing a written plan that is reasonably calculated to effect a cure of such material breach in as prompt a manner as is reasonably practical; provided ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 62 that, the non-breaching Party’s right of termination shall not in any case be suspended any longer than an additional [***] days following the unextended expiration of the Notice Period. In addition and notwithstanding the foregoing, if the Parties reasonably and in good faith disagree as to whether there has been a material breach, the Party that disputes whether there has been a material breach may contest the allegation in accordance with Section 16.1(b), and such Notice Period shall not commence unless and until the final conclusion of such dispute determining the existence of such material breach. During such dispute, all of the terms and conditions of this Agreement shall otherwise continue remain in full force and effect as if FivePrime had not initiated any Co-Promotion Term for any Product under Section 7.2 effect, and the time period during which FivePrime had the right Parties shall continue to initiate such Co-Promotion Term has expiredperform all of their respective obligations under this Agreement.

Termination for Material Breach. If either Either Party believes that (the “Non-Breaching Party”) may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement in the event the other is Party (the “Breaching Party”) shall have materially breached or defaulted in breach the performance of its obligations under this Agreement and such default shall have continued for ninety (90) calendar days after written notice thereof was provided to the Breaching Party by the Non-Breaching Party (or thirty (30) calendar days after written notice thereof for any payment breach), such notice describing with particularity and in detail the alleged material obligations hereunderbreach. Any such termination of this Agreement under this Section 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), then unless the non-breaching Breaching Party may deliver has either (i) cured any such breach or default prior to the expiration of such ninety (90) calendar day period (or thirty (30) calendar day period, if applicable), or (ii) if such breach is not susceptible to 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 Party. For all breaches other than Non-Breaching Party a failure written plan to make effect a payment as set forth in cure that the Non- Breaching Party notifies the Breaching Party is reasonably satisfactory to the Non-Breaching Party (provided, that this AgreementCERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, the allegedly breaching Party shall have MARKED BY “[*** days from such notice to dispute or cure such breach*]”, except that HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. subsection (ii) shall not apply in the event the breach is a result case of HGS’ breach of its obligations under the first sentence of Section 4.2(bany payment breach), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Non-Breaching Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth aboverejects this plan, then the Breaching Party originally delivering may either (x) seek dispute resolution pursuant to Sections 11.1 and 11.2 herein, or (y) allow the notice of breach Non-Breaching Party to terminate the Agreement without further action. In the event that the Non-Breaching Party has accepted any plan in accordance with the preceding sentences, the Non-Breaching Party may terminate this Agreement effective on immediately upon written notice of termination to the other PartyBreaching Party if the Breaching Party subsequently fails to carry out such plan. If the allegedly breaching The right of either 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 as provided 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 notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), 10.2(a) shall not be affected in the event of FivePrimeany way by such Party’s uncured material breach of waiver or failure to take action with respect to 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 Co-Promotion Term has expiredprevious default.

Termination for Material Breach. If This Agreement may be terminated effective immediately on a country-by-country basis by written notice by either Party believes that at any time during the Term if the other is in Party materially breaches this Agreement, which breach of its material obligations hereunder, then remains uncured for [**] days measured from the non-breaching Party may deliver date written notice of such breach is given to the other breaching Party, which notice shall specify the nature of the breach and demand its cure, provided, however, that if such breach is not capable of being cured within the stated period and the breaching Party uses Commercially Reasonable Efforts to cure such breach during such period and presents a mutually agreeable remediation plan for such breach, this Agreement shall not terminate and the cure period shall be extended for such period provided in the 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. For all breaches other than An unredacted version of this exhibit has been filed separately with the Commission. Reasonable Efforts to pursue the cure as provided in such remediation plan. In the event the Parties dispute in good faith the existence of a material breach or a Party’s diligence in attempting to 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 Agreement or failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach or *** days from such notice diligent efforts to cure such breach. For any 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 [*** 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 of receipt of the notice to dispute arbitration decision or cure otherwise diligently undertake and complete such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach remedial actions within the applicable period set forth abovetimeframe established by such arbitration decision. In the event a material breach affects only certain but not all countries in the Territory, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice remedy of termination shall only be effective, on a country-by-country basis with respect to the other Party. If the allegedly breaching Party in good faith disputes countries as to which such material breach or disputes occurred. In the failure to cure or remedy such case of any uncured material breach and provides written notice by Microbia, in lieu 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 termination of this Agreement, and such breaching Party further fails Forest may terminate Microbia’s Operational Rights hereunder. Notwithstanding anything to cure such breach within *** days after the conclusion of that dispute resolution procedure (and such contrary set forth herein but subject to the limitations set forth in Section 11.6, termination shall then not be effective upon written notification deemed to relieve a defaulting party 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 liability arising from such Co-Promotion Term has expireddefault.

Termination for Material Breach. If either Either Party believes that shall have the right to terminate this Agreement in the event the other is Party has materially breached or materially defaulted in breach the performance of any of its obligations hereunder which breach or default is material obligations hereunderin the overall context of the Agreement, then and such breach has continued for ninety (90) days after written notice thereof was provided to the breaching Party by the non-breaching Party may deliver 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 of such breach ninety (90) day period if, prior to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreementexpiration of the ninety (90) day period, the allegedly 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 have *** be extended for a period not to exceed an additional ninety (90) days from such notice to dispute or cure such breach, except that in the event such breaching Party has, within the breach is original ninety (90) day period prepared and communicated to the non-breaching Party, a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice remediation plan reasonably designed to dispute cure such breach or *** days from default within a reasonable period of time (which plan is reasonably acceptable to the non-breaching Party) and 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 continues to dispute or cure diligently use Commercially Reasonable Efforts to implement such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the other Partyplan throughout such period. 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 aboveParty, the matter will shall be addressed under the dispute resolution provisions in Section 14.613.3, and the notifying Party may not terminate this Agreement until it has been finally determined under Section 14.6 13.3 that the allegedly Agreement was materially breached as described above. The non-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 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 will 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 with respect to either the entire Product or only the countries to which the uncured material breach relates, provided that this Agreement cannot initiated any Co-Promotion Term for any Product under Section 7.2 and be terminated only with respect to some (but not all) countries of the time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredEuropean Union.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other is in breach Party (the “Breaching Party”) has materially breached one or more of its material obligations hereunderunder this Agreement, then the nonNon-breaching Breaching Party may deliver notice of such material breach to the other PartyBreaching Party (a “Default Notice”). For all breaches other than a failure If the Breaching Party fails to make a cure such breach within [***] days (or [***] days for non-payment as set forth in this Agreementobligations) after receipt of the Default Notice, the allegedly breaching Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party unless such breach 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 from such notice to dispute or cure such breach*]days; provided, except that further, in the event the breach is Breaching Party has initiated a result of HGS’ breach of its obligations under the first sentence of dispute resolution pursuant to Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 Agreement11.6, the allegedly breaching Non-Breaching Party shall have *** days from the receipt of the notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 the Agreement until it has been determined under Section 14.6 a final determination that the allegedly breaching 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 such breaching Party further fails failure to cure such breach within *** days after the conclusion of that dispute resolution procedure (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding contemplated by this Section 11.2(b), in the event of FivePrime10.2 is with respect to Licensor’s uncured material breach of any of its Commercialization diligence obligations under Section 7.2 or 3.4.2, with respect to any Country, Licensor shall not have the Co-Promotion Agreementright to terminate this Agreement in its entirety, HGS but shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement solely with respect to such Country; provided, if the material breach is as to a Major Market, then such material breach shall otherwise continue in full force and effect be deemed a material breach 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 Co-Promotion Term has expiredthis 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. If either Either Party believes that (the other is in breach of its material obligations hereunder, then the non“Non-breaching Party Breaching Party”) may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in terminate this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute in its entirety or cure such breachon a Licensed Product-by-Licensed Product or Research Program-by-Research Program basis, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 “Breaching Party”) commits a material breach of this Agreement, and such breaching material breach (excluding breaches of payment obligations) has not been cured [***] after receipt of written notice of such breach by the Breaching Party further fails from the Non-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 such breach within *** days after the conclusion Cure Period, then, the Non-Breaching Party’s right of that dispute resolution procedure (and such termination shall then be effective upon written notification from suspended only if, and for so long as, the notifying Breaching Party has provided to the breaching 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 (such acceptance not to be unreasonably withheld, delayed or conditioned), and the Breaching Party commits to and carries out such plan as provided to the Non-Breaching Party). Notwithstanding this Section 11.2(b)anything herein to the contrary, in the event of FivePrimethat Flame’s uncured material breach of any of its obligations under Section 7.2 this Agreement relates primarily to one or the Co-Promotion Agreementmore Licensed Products or Research Programs, HGS NovaRock shall have the right be permitted to terminate FivePrimethis Agreement pursuant to this Section 10.2 solely with respect to such Licensed Product(s) or Research Program. The right of either Party to terminate this Agreement as provided in this Section 10.2 shall not be affected in any way by such Party’s rights waiver of or failure to take action with respect to any previous breach under Section 7.2 this Agreement. In the event the Breaching Party disputes such material breach within the Cure Period in good faith, the Parties shall resolve the dispute in accordance with the dispute resolution process set forth in ARTICLE 11 and the Co-Promotion Agreement, and this Agreement Cure Period 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 be tolled until such Co-Promotion Term has expiredfinal determination is reached.

Termination for Material Breach. If either Party believes that In the other is in event of any material breach of its material obligations hereunderthis Agreement, then the non-breaching Party may deliver terminate this Agreement in its entirety upon thirty (30) days’ prior written notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth Party referencing this Section 16.2 and specifying in reasonable detail the 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 allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach or *** days from such notice has commenced and diligently continued actions to cure such breachbreach within such thirty-day period, except in the case of a payment default, the cure period shall be extended to one hundred twenty (120) days, so long as the breaching Party is making diligent efforts to do so. For any *** INDICATES MATERIAL THAT WAS OMITTED Such THIS EXHIBIT HAS BEEN REDACTED AND FOR WHICH IS THE SUBJECT OF A CONFIDENTIAL TREATMENT WAS REQUESTEDREQUEST. ALL SUCH OMITTED REDACTED MATERIAL WAS IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDCOMMISSION. 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 notification from the notifying Party to the breaching Party)expiration of such cure period. Notwithstanding this Section 11.2(b)the foregoing, in the event of FivePrime’s uncured material breach of any of its obligations that there is a good faith dispute regarding whether a payment is due to LONZA under Section 7.2 or the Co-Promotion this Agreement, HGS CLIENT shall have pay LONZA any undisputed portion of such payment and may, upon written notice to LONZA, pay fifty percent (50%) of the right disputed portion into escrow pending resolution of such dispute pursuant to terminate FivePrime’s rights under Section 7.2 19.13, and the Co-Promotion Agreementcure 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 this Agreement the costs of the escrow shall otherwise continue in full force 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 effect as allocated pro rata between the Parties if FivePrime had LONZA is determined to be entitled to part, but not initiated any Co-Promotion Term for any Product under Section 7.2 and all, of the time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredescrowed amounts.

Termination for Material Breach. If This Agreement may be terminated effective immediately on a country-by-country basis by written notice by either Party believes that at any time during the Term if the other is in Party materially breaches this Agreement, which breach of its material obligations hereunder, then remains uncured for [***] days measured from the non-breaching Party may deliver date written notice of such breach is given to the other breaching Party, which notice shall specify the nature of the breach and demand its cure, provided, however, that if such breach is not capable of being cured within the stated period and the breaching Party uses Commercially Reasonable Efforts to cure such breach during such period and presents a mutually agreeable remediation plan for such breach, this Agreement shall not terminate and the cure period shall be extended for such period provided in the remediation plan as long as the breaching party continues to use Commercially Reasonable Efforts to pursue the cure as provided in such remediation plan. For all breaches other than 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 Agreement or failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach or *** days from such notice diligent efforts to cure such breach. For any 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 [*** 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 of receipt of the notice to dispute arbitration decision or cure otherwise diligently undertake and complete such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach remedial actions within the applicable period set forth abovetimeframe established by such arbitration decision. In the event a material breach affects only certain but not all countries in the Territory, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice remedy of termination shall only be effective, on a country-by-country basis with respect to the other Party. If the allegedly breaching Party in good faith disputes countries as to which such material breach or disputes occurred. In the failure to cure or remedy such case of any uncured material breach and provides written notice by Microbia, in lieu 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 termination of this Agreement, and such breaching Party further fails Forest may terminate Microbia’s Operational Rights hereunder. Notwithstanding anything to cure such breach within *** days after the conclusion of that dispute resolution procedure (and such contrary set forth herein but subject to the limitations set forth in Section 11.6, termination shall then not be effective upon written notification deemed to relieve a defaulting party 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 liability arising from such Co-Promotion Term has expireddefault.

Termination for Material Breach. If either Either Party believes that shall have the right to terminate this Agreement in the event the other is Party has materially breached or materially defaulted in breach the performance of any of its obligations hereunder which breach or default is material obligations hereunderin the overall context of the Agreement, then 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 may deliver notice intends to apply should the breach remain uncured. Any such termination shall become effective at the end of such breach [***] day period if, prior to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreementexpiration of the [***] day period, the allegedly 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 a Compound, such cure period shall have be extended for a period not to exceed an additional [*** *] days from such notice to dispute or cure such breach, except that in the event such breaching Party has, within the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have original [*** days from such notice *] day period prepared and communicated to dispute the non-breaching Party, a remediation plan reasonably designed to cure such breach or *** days from default within a reasonable period of time (which plan is reasonably acceptable to the non-breaching Party) and 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 continues to dispute or cure diligently use Commercially Reasonable Efforts to implement such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the other Partyplan throughout such period. 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 aboveParty, the matter will shall be addressed under the dispute resolution provisions in Section 14.617.2, and the notifying Party may not terminate this Agreement until it has been finally determined under Section 14.6 17.2 that the allegedly Agreement was materially breached as described above. In the event the breach is limited to one or more Compounds, the non-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 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 will 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 solely with respect to the time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredapplicable Compound(s).

Termination for Material Breach. If either Upon any material breach of this Agreement by a Party believes that (the “Breaching Party”), the other is in breach of its material obligations hereunderParty (the “Non-Breaching Party”) will have the right, then but not the non-breaching Party may deliver notice of such breach obligation, to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on in its entirety upon written notice of termination to the other Party. If the allegedly breaching Party in good faith disputes , provided that such material termination will not be effective if such breach or disputes the failure to cure or remedy such material breach and provides has been cured within [***] after written notice of that dispute has been given by the Non-Breaching Party to the other 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 set forth above, the matter will be addressed under extended if the dispute resolution provisions in Section 14.6, Breaching Party provides a written plan for curing such breach to the Non-Breaching Party 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 uses Commercially Reasonable Efforts to cure such breach within in accordance with such written plan; provided that no such extension will exceed [*** days after *] without the conclusion consent of the Non-Breaching Party; and (ii) if the Breaching Party disputes that it has materially breached this Agreement, the dispute resolution procedure (will be resolved pursuant to ‎Article 12. Notwithstanding the foregoing, if the Breaching Party disputes, acting reasonably and in good faith, the existence, materiality, or failure to cure of any such termination shall then be effective upon written notification from the notifying Party breach that is not a payment breach, and provides notice to the breaching Party). Notwithstanding this Section 11.2(b)Non-Breaching Party of such dispute within the relevant cure period, in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the CoNon-Promotion Agreement, HGS shall Breaching Party will not have the right to terminate FivePrime’s rights under this Agreement in accordance with this Section 7.2 ‎10.3, unless and until the relevant dispute has been resolved. Any such dispute will be resolved pursuant to the dispute resolution procedure set forth in ‎Article 12. It is understood and acknowledged that during the pendency of such dispute, all the terms and conditions of this Agreement will remain in effect and the Co-Promotion Parties will continue to perform all of their respective obligations hereunder. Further, notwithstanding any provision to the contrary set forth in this 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 to the time period during which FivePrime had extent a material breach involves the right failure to initiate make a payment when due, such Co-Promotion Term has expiredbreach must be cured within [***] after written notice thereof is given by Arrowhead to GSK.

Termination for Material Breach. (i) If either Party believes in good faith that the other is in material breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other PartyParty stating the cause and proposed remedy. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 shall be addressed under the dispute resolution provisions in Section 14.613.6(b), and the notifying Party may termination shall not terminate this Agreement become effective unless and until it has been determined under Section 14.6 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 breaching Party further fails to cure such breach within dispute is resolved in a manner in which no termination *** days after 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 conclusion applicable milestone payment for each milestone achieved during the period between the notice of that dispute resolution procedure (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding under 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 10.2(b)(i) 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 resolution of such Co-Promotion Term has expireddispute.

Termination for Material Breach. (i) If either Party believes in good faith that the other is in material breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other PartyParty stating the cause and proposed remedy. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have [*** days *] from such notice to dispute or cure such breach, except provided that in the event the if such breach is a result not reasonably capable of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have cure within such [*** days *] period, but is capable of cure within [***] from such notice notice, the breaching Party may submit, within [***] of such notice, a reasonable cure plan to dispute remedy such breach or as soon as possible and in any event prior to the end of such [*** days from *], and, upon such notice 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 [***]. 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 shall be addressed under the dispute resolution provisions in Section 14.6Article 15, and the notifying Party may termination shall not terminate this Agreement become effective unless and until it has been determined under Section 14.6 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 such breaching Party further fails to cure such breach within *** days after the conclusion conditions of that dispute resolution procedure (and such termination shall then be effective upon written 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 remain 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 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 FivePrime had the right to initiate such Co-Promotion Term has expiredshall be governed solely by Section 14.2(b)(ii).

Termination for Material Breach. If This Agreement may be terminated effective immediately on a country-by-country basis by written notice by either Party believes that at any time during the Term if the other is in Party materially breaches this Agreement, which breach of its material obligations hereunder, then remains uncured for [**] measured from the non-breaching Party may deliver date written notice of such breach is given to the other breaching Party, which notice shall specify the nature of the breach and demand its cure, provided, however, that if such breach is not capable of being cured within the stated period and the breaching Party uses Commercially Reasonable Efforts to cure such breach during such period and presents a mutually agreeable remediation plan for such breach, this Agreement shall not terminate and the cure period shall be extended for such period provided in the remediation plan as long as the breaching party continues to use Commercially Reasonable Efforts to pursue the cure as provided in such remediation plan. For all breaches other than 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 Agreement or failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach or *** days from such notice diligent efforts to cure such breach. For any breach has been established by an arbitration thereunder and, if such breach can be [*** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. 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 AMENDEDAn unredacted version of this exhibit has been filed separately with the Commission. breach arising from a failure to make a cured by the payment set forth in this Agreementof money or the taking of specific remedial actions, the allegedly breaching Party shall have party does not pay the amount so determined to be due within [*** days from the ] of receipt of the notice to dispute arbitration decision or cure otherwise diligently undertake and complete such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach remedial actions within the applicable period set forth abovetimeframe established by such arbitration decision. In the event a material breach affects only certain but not all countries in the Territory, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice remedy of termination shall only be effective, on a country-by-country basis with respect to the other Party. If the allegedly breaching Party in good faith disputes countries as to which such material breach or disputes occurred. In the failure to cure or remedy such case of any uncured material breach and provides written notice by Microbia, in lieu 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 termination of this Agreement, and such breaching Party further fails Forest may terminate Microbia’s Operational Rights hereunder. Notwithstanding anything to cure such breach within *** days after the conclusion of that dispute resolution procedure (and such contrary set forth herein but subject to the limitations set forth in Section 11.6, termination shall then not be effective upon written notification deemed to relieve a defaulting party 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 liability arising from such Co-Promotion Term has expireddefault.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other is in breach Party (the “Breaching Party”) has materially breached one or more of its material obligations hereunderunder this Agreement, then the nonNon-breaching Breaching Party may deliver notice of such material breach to the other PartyBreaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). For all breaches other than a failure to make a payment as set forth in this AgreementThereafter, the allegedly breaching Non-Breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 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 this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 7.2 and the Co-Promotion Agreement, and 3.2.3 of this Agreement shall otherwise continue not, notwithstanding anything herein, fall within the exception in full force and effect as if FivePrime had not initiated any Cosubpart (ii) of the immediately preceding sentence. Confidential Treatment Requested by Lightlake Therapeutics Inc. IRS Employer Identification No. 40-Promotion Term for any Product under Section 7.2 and the time period during which FivePrime had the right 0000000 Confidential treatment requested with respect to initiate such Co-Promotion Term has expired.certain portions hereof denoted with “*** REDACTED ***”

Termination for Material Breach. If either Subject to Section 12.3.2 (Approved Co-Formulated Product Exception), upon (a) any material breach of this Agreement by ITEOS or (b) any material breach of this Agreement by GSK (the Party believes that so allegedly breaching being the “Breaching Party”), the other is Party (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 this Agreement in its entirety if all Licensed Products are adversely affected by such breach, by providing [***] days’ written notice to the Breaching Party with respect to any such breach of its material obligations hereunderany payment obligation under this Agreement and [***] days’ written notice to 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 case of a breach of any payment obligation under this Agreement, if such breach is capable of being cured but is not cured within such [***]-day period and the Breaching Party 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 and thereafter diligently and in good faith pursues such actions, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Breaching Party shall have an additional [*** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach or *** days from such notice ]-day period to cure such breach. For any 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 [*** 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*] days for any alleged payment breach or [***] days for any other alleged breach of the delivery of the breach notice, AS AMENDED. 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 arising from or a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have *** days from the receipt of the notice to dispute or cure such breachhas actually occurred. If the either Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth aboveso initiates such dispute resolution procedure, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 applicable 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 corresponding termination of this Agreement, in its entirety or with respect to one or more Licensed Products to which the material breach relates), will be tolled until such time as the dispute is finally resolved pursuant to Article 16 (Dispute Resolution). [***] as used herein will include any material breach (following the applicable cure period without cure and such breaching Party further fails following resolution of any dispute regarding the occurrence of the breach or failure to cure such breach within breach) [*** days after the conclusion of that dispute resolution procedure (and such termination shall then be effective upon written 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 Co-Promotion Term has expired*].

Termination for Material Breach. If Except as specifically stated herein, either Party believes that (the “Non-breaching Party”) may terminate this Agreement at anytime during the Term in its entirety in the event the other is in Party (the “Breaching Party”) has materially breached the Agreement and such material breach has not been cured within ninety (90) days after receipt of its material obligations hereunder, then the non-breaching Party may deliver 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. Any termination of this Agreement pursuant to this Section 14.04 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 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 (such acceptance not to be unreasonably withheld, conditioned, or delayed), and the Breaching Party commits to and carries out such plan as provided to the Non-Breaching Party. 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 failure to take action with respect to any previous breach under this Agreement. Notwithstanding anything to the contrary, the Cure Period for any dispute (the “Dispute”) will run from the date that written notice, containing the required description of such material breach, was first provided to the Breaching Party by the Non-Breaching Party through the resolution of such Dispute pursuant to Article XV, and it is understood and acknowledged that, during the pendency of 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 under this Agreement. Any payments that are made by one Party to the other Party pursuant to this Agreement 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. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 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 Co-Promotion Term has expired.

Termination for Material Breach. If In the event that 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. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach performance of any of its obligations under Section 7.2 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 forty-five (45) days for any payment breach) (the Co“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-Promotion 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 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 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 its obligations under this Agreement, HGS termination shall have not take effect pending resolution of such dispute pursuant to Article 14. If, as a result of the right application of such dispute resolution procedures, the Breaching Party is determined to terminate FivePrime’s rights be in material breach of one or more of its obligations under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall otherwise continue in full force and effect as (an “Adverse Ruling”), then if FivePrime had not initiated any Co-Promotion Term the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such breach within ninety (90) days (or forty five (45) days for any Product under Section 7.2 and payment breach) after such Adverse Ruling, then the time period during which FivePrime had Complaining Party may terminate this Agreement upon written notice to the right to initiate such Co-Promotion Term has expiredBreaching Party.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other is in breach Party (the “Breaching Party”) has materially breached one or more of its material obligations hereunderunder this Agreement, then the nonNon-breaching Breaching Party may deliver notice of such material breach to the other PartyBreaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). For all breaches other than a failure to make a payment as set forth in this AgreementThereafter, the allegedly breaching Non-Breaching Party shall have 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 the confidentiality request. Omissions are designated as “*** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice ”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to if the other Partybreach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. If Notwithstanding the allegedly breaching Party in good faith disputes foregoing, (i) if such material breach or disputes breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the failure to cure or remedy Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and provides uses Commercially Reasonable Efforts to cure such material breach in accordance with such written notice plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that dispute the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the other absence of such material breach, then the Non-Breaching Party within the applicable period set forth above, the matter will shall not be addressed under the dispute resolution provisions in Section 14.6, and the notifying Party may not entitled to terminate this Agreement until it on the basis of such material breach unless the Breaching Party has been determined under Section 14.6 that the allegedly breaching Party is in previously committed a substantially similar material breach of this Agreement. For clarity, 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 notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material a breach of any Section 3.2.3 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 not, notwithstanding anything herein, fall within the exception in full force and effect as if FivePrime had not initiated any Co-Promotion Term for any Product under Section 7.2 and subpart (ii) of the time period during which FivePrime had the right to initiate such Co-Promotion Term has expired.immediately preceding sentence. 10.4

Termination for Material Breach. If either Either Party believes that shall have the right to terminate this Agreement in the event the other is Party has materially breached or materially defaulted in breach the performance of any of its obligations hereunder which breach or default is material obligations hereunderin the overall context of the Agreement, then and such breach has continued for ninety (90) days after written notice thereof was provided to the breaching Party by the non-breaching Party may deliver 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 Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED of such breach ninety (90) day period if, prior to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreementexpiration of the ninety (90) day period, the allegedly 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 have *** be extended for a period not to exceed an additional ninety (90) days from such notice to dispute or cure such breach, except that in the event such breaching Party has, within the breach is original ninety (90) day period prepared and communicated to the non-breaching Party, a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice remediation plan reasonably designed to dispute cure such breach or *** days from default within a reasonable period of time (which plan is reasonably acceptable to the non-breaching Party) and 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 continues to dispute or cure diligently use Commercially Reasonable Efforts to implement such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the other Partyplan throughout such period. 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 aboveParty, the matter will shall be addressed under the dispute resolution provisions in Section 14.613.3, and the notifying Party may not terminate this Agreement until it has been finally determined under Section 14.6 13.3 that the allegedly Agreement was materially breached as described above. The non-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 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 will 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 with respect to either the entire Product or only the countries to which the uncured material breach relates, provided that this Agreement cannot initiated any Co-Promotion Term for any Product under Section 7.2 and be terminated only with respect to some (but not all) countries of the time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredEuropean Union.

Termination for Material Breach. (a) If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in material breach of its material obligations hereunderthis Agreement (other than with respect to a failure to use Commercially Reasonable Efforts under Section 1.4 or Section 4.3, which is governed by Section 9.2.3 below), then the nonNon-breaching Breaching Party may deliver notice of such material breach to the other Breaching Party. For all breaches other than a failure to make a payment as set forth in this AgreementIn such notice, the allegedly breaching Non-Breaching Party shall have *** days from will identify the actions or conduct that it wishes such notice Breaching Party to dispute take for an acceptable and prompt cure of such breach (or cure will otherwise state its good-faith belief that such breach, except that in the event the breach is a result of HGS’ breach of its obligations under incurable); provided, however, that such identified actions or conduct will not be binding upon the first sentence of Section 4.2(b), HGS shall have *** days from such notice Breaching Party with respect to dispute such breach or *** days from such notice the actions that it may need 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 take to make a payment set forth in this Agreement, the allegedly breaching Party shall have *** days from the receipt of the notice to dispute or cure such breach. If the breach is curable, the Breaching Party receiving notice of will have ninety (90) days to either cure such breach (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within thirty (30) days following such notice) or, if a cure cannot be reasonably effected within such ninety (90) day period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period. If the Breaching Party fails to cure, or fails to dispute, that (a) cure such breach within the applicable period set forth aboveninety (90) day or thirty (30) day period, then as applicable, or (b) use Commercially Reasonable Efforts to carry out the plan and cure the breach, the Non-Breaching Party originally delivering the notice of breach may terminate this Agreement effective on 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 of termination to the other Breaching 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 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 Co-Promotion Term has expired.

Termination for Material Breach. If either Upon and subject to the terms and conditions of this Section 19.5, this Agreement shall be terminable by a Party believes that on a product-by-product basis with respect to the other is in breach of its material obligations hereunderentire Territory for a particular IL-1 Product, then the nonor on a country-breaching Party may deliver by-country basis with respect to any particular Co-Promotion Country, Co-Branding Country or Co-Marketing Country, upon written notice of such breach to the other Party, (i) with respect to the entire Territory 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 as contemplated by this Agreement taken as a whole, or (ii) with respect to 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 such Co-Promotion Country, Co-Branding Country or Co-Marketing Country, as applicable, as contemplated by this Agreement. For all breaches other than a failure to make a payment as 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 AgreementAgreement alleged to have been breached), and the allegedly termination which is the subject of such notice shall be effective ninety (90) days after the date such notice is given unless the breaching Party shall have *** cured such breach within such ninety (90) day period (or, if such material breach, by its nature, is a curable breach but such breach is not curable within such ninety (90) day period, such longer period not to exceed one hundred eighty (180) days from such notice so long as the breaching party is using diligent efforts to dispute or cure such breach, except that in the which event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute if such breach has not been cured, such termination shall be effective on the earlier of the expiration of such one hundred eighty (180) day period or *** days from such notice time as the breaching party ceases to use diligent efforts 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b)the foregoing, in the event case of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or a payment obligation hereunder, the Co-Promotion Agreement, HGS ninety (90) day period referred to in the immediately preceding sentence shall have the right to terminate FivePrime’s rights under Section 7.2 instead be thirty (30) days (and the Co-Promotion Agreement, and this Agreement immediately preceding parenthetical clause in the immediately preceding sentence 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 Co-Promotion Term has expired.apply). As

Termination for Material Breach. If In the event that either Party believes that (the other is “Breaching Party”) shall be in material breach in the performance of any of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in under this Agreement, in addition to any other right and remedy the allegedly breaching other Party shall have *** days from such notice to dispute or cure such breach, except that in (the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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“Complaining Party”) may have, the allegedly breaching Complaining Party shall have *** days from the receipt of the notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement 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 breach 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 on written 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 to and the other Partyinitiation of such dispute resolution process. If For 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 avoidance of that dispute to the other Party within the applicable period set forth abovedoubt, the matter will be addressed under the dispute resolution provisions process in Section 14.6this 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 notifying Party may not terminate this Agreement until it has been determined under Section 14.6 that the allegedly breaching Party is in relevant Reference Date, shall constitute a 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 notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in In the event of FivePrime’s uncured 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 of 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 of 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 Section 7.2 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 Co-Promotion Agreement, HGS shall have the right Territory. The licenses granted to terminate FivePrime’s rights CanBas under Section 7.2 6.1 shall survive such termination and the Co-Promotion Agreement, and this Agreement shall otherwise continue stay in full force and effect 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 FivePrime had not initiated there will be any Co-Promotion Term 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 under Section 7.2 and 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 period during which FivePrime had the right to initiate of such Co-Promotion Term has expiredearly termination.

Termination for Material Breach. If This Agreement may be terminated effective immediately by written notice by either Party believes that at any time during the Term if the other Party materially 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 of its material obligations hereunderhas occurred, then the non-breaching Party may deliver notice of such breach shall not have the right to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 complies with the applicable dispute resolution procedures hereunder, including those set forth in Section 12.1.2, and the dispute has been determined under Section 14.6 that the allegedly breaching Party is in material resolved pursuant to such procedures and breach of this Agreement, and such breaching Party further fails to cure such breach within remains uncured [*** ] days after the conclusion final resolution of that the dispute through such dispute resolution procedure (and such termination shall then be effective upon written notification from the notifying Party procedures. Notwithstanding anything to the breaching Party). Notwithstanding this Section 11.2(b), contrary set forth 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 but subject to the limitations set forth in full force and effect as if FivePrime had Section 11.6, termination will not initiated be deemed to relieve a defaulting party from any Co-Promotion Term for any Product under Section 7.2 and the time period during which FivePrime had the right to initiate liability arising from such Co-Promotion Term has expireddefault.

Termination for Material Breach. If either Party believes that Either party may terminate this Agreement if the other party is in breach of its material obligations hereunder, then the non-breaching Party may deliver notice of 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”). For all breaches other than a failure to make a payment as set forth in this Agreement, The Remedy Notice must specifically state the allegedly breaching reason or reasons why the Sending Party shall have *** days from such notice to dispute or cure such breach, except that in believes the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 Other Party is in material breach of default under this Agreement and wishes to terminate this Agreement, and must request such breaching Other Party further fails to specify the act or acts which it will accomplish to cure the cited material defaults. The Other Party will have a period of 45 days from its receipt of the Remedy Notice to cure the cited material default, or if such breach within *** days after material default cannot be cured in such 45‐day period, specify to the conclusion Sending Party the act or acts which such Other Party will accomplish in order to cure the cited material default. In the event the default is not cured by the end of such 45‐day period and the Sending Party does not at the end of such 45‐day period approve the acts, if any, proposed by the 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 dispute resolution procedure (and such termination shall then be this Agreement is being terminated under the provisions of this section effective upon written notification from receipt of the notifying Party to Termination Notice by the breaching Other 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 Co-Promotion Term has expired.

Termination for Material Breach. If Upon any material breach of this Agreement by either Party believes that (in such capacity, the “Breaching Party”), the other Party (in such capacity, the “Non-Breaching Party”) may terminate this Agreement by providing [**] days’ prior written notice ([**] days’ prior written notice with respect to any payment breach) to the Breaching Party, specifying the material breach. The termination shall become effective at the end of the [**] day (or, with respect to any payment breach, [**] day) period unless (a) the Breaching Party cures such breach during such [**] day (or, with respect to any payment breach, [**] day) period (unless the Party owing payment believes in good faith that such payment is in breach not due and has notified the other Party thereof (including the basis of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach good faith belief in reasonable detail) and paid any undisputed amount to the other Party. For all breaches other than , in which case the dispute shall be settled in accordance with Article XIII, and this Agreement shall not be terminated as long as the dispute is pending), or (b) solely with respect to a failure to make breach that is not a payment as breach, if such breach is not susceptible to cure within [**]) days of the receipt of written notice of the breach, the Breaching Party is diligently pursuing a cure (unless such breach, by its nature, is incurable, in which case this Agreement 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 this AgreementExhibit E communicated by a senior executive at XXXXXX only to a senior executive of MERRIMACK and which MERRIMACK reasonably determines, the allegedly breaching Party after consultation with legal counsel, does not require public disclosure by MERRIMACK pursuant to applicable Law shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is not constitute a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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; provided, and however, that XXXXXX shall immediately withdraw any such breaching Party further fails request for an amendment or waiver of a restriction set forth in Exhibit E upon instruction from MERRIMACK (with failure to cure so withdraw any such breach within *** days after the conclusion of that dispute resolution procedure (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured request constituting a material breach of any of its obligations under Section 7.2 or the Co-Promotion this 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 Co-Promotion Term has expired).

Termination for Material Breach. If either Upon any material breach of this Agreement by OncoC4 or BioNTech (the Party believes that so allegedly breaching, the “Allegedly Breaching Party”), the other is Party (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 Allegedly Breaching Party with respect to any breach of its material obligations hereunderany payment obligation under this Agreement or (ii) at least [***] days’ written notice to the Allegedly Breaching Party with respect to any other breach, then the non-breaching Party may deliver which notice will, in each case (A) expressly reference this Section 13.3(a) and state that it is a notice of material breach under this Section 13.3(a), (B) reasonably describe the alleged breach which is the basis of such termination, and (C) clearly state the Non-Breaching Party’s intent to terminate this Agreement if the alleged breach to is not cured within the other Partyapplicable cure period. For all material breaches other than 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 as set forth in this Agreementbreach of Section 2.6, 3.2(e) or 15.17, the allegedly breaching Party shall have [*** *] 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 from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(bintent 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, HGS that such extended cure period shall have not exceed [*** *] days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering following the notice of breach may under this Section 13.3(a) and following such [***] day period the Non-Breaching Party shall have the right, but not the obligation, to terminate this Agreement on at least [***] days’ prior written notice. The termination, if not disputed, will become effective on written at the end of the notice of termination 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 other Breaching Party. If the allegedly breaching Party , propose a later date for such termination in good faith disputes such material breach or disputes the failure order to cure or remedy such material breach and provides written notice facilitate an orderly transition of that dispute activities relating to the other Party within the applicable period set forth above, the matter will be addressed under the dispute resolution provisions Licensed Products in which case Section 14.613.4(c) shall apply mutatis mutandis, and (ii) if the notifying Party may not termination is disputed, then the notice and cure periods under this Section 13.3(a) and the right of the Parties to terminate this Agreement until it has been determined under Section 14.6 that the allegedly breaching Party is in material breach of this Agreementshall be tolled, 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 notification from the notifying Party to the breaching Party). Notwithstanding otherwise 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 Agreement and the Co-Promotion Agreement, Parties’ rights hereunder (including the Exclusive License and this Agreement if still in effect the Option) shall otherwise continue remain in full force and effect as if FivePrime had 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 initiated any Co-Promotion Term for any Product terminate based upon the results of the dispute resolution (i.e., in accordance with the arbitral award). In no event shall this Agreement be terminated by a termination under this Section 7.2 and the time period during which FivePrime had the right 13.3(a) while dispute resolution with respect to initiate such Co-Promotion Term has expiredwhether a Party is entitled to terminate under this Section 13.3(a) is ongoing.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other is in breach Party (the “Breaching Party”) has materially breached one or more of its material obligations hereunderunder this Agreement, then the nonNon-breaching Breaching Party may deliver notice of such material breach to the other PartyBreaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). For all breaches other than a failure to make a payment as set forth in this AgreementThereafter, the allegedly breaching Non-Breaching Party shall have the right EAST\151813552.1 Confidential Treatment has been granted for portions of this exhibit. The copy filed herewith omits certain information subject to the confidentiality request. Omissions are designated as “*** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice ”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to if the other Partybreach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. If Notwithstanding the allegedly breaching Party in good faith disputes foregoing, (i) if such material breach or disputes breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the failure to cure or remedy Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and provides uses Commercially Reasonable Efforts to cure such material breach in accordance with such written notice plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that dispute the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the other absence of such material breach, then the Non-Breaching Party within the applicable period set forth above, the matter will shall not be addressed under the dispute resolution provisions in Section 14.6, and the notifying Party may not entitled to terminate this Agreement until it on the basis of such material breach unless the Breaching Party has been determined under Section 14.6 that the allegedly breaching Party is in previously committed a substantially similar material breach of this Agreement. For clarity, 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 notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material a breach of any Section 3.2.3 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 not, notwithstanding anything herein, fall within the exception in full force and effect as if FivePrime had not initiated any Co-Promotion Term for any Product under Section 7.2 and subpart (ii) of the time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredimmediately preceding sentence.

Termination for Material Breach. (i) If either Party believes in good faith that the other is in material breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other PartyParty stating the cause and proposed remedy. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have [*** days *] from such notice to dispute or cure such breach, except provided that in the event the if such breach is a result not reasonably capable of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have cure within such [*** days *] period, but is capable of cure within [***] from such notice notice, the breaching Party may submit, within [***] of such notice, a reasonable cure plan to dispute remedy such breach or as soon as possible and in any event prior to the end of such [*** days from *], and, upon such notice 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 [***]. 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 shall be addressed under the dispute resolution provisions in Section 14.6Article 15, and the notifying Party may termination shall not terminate this Agreement become effective unless and until it has been determined under Section 14.6 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 such breaching Party further fails to cure such breach within *** days after the conclusion conditions of that dispute resolution procedure (and such termination shall then be effective upon written 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 remain 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 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 FivePrime had 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 right Securities and Exchange Commission pursuant to initiate such Co-Promotion Term has expiredRule 24b-2 of the Securities Exchange Act of 1934, as amended.

Termination for Material Breach. If either Party believes that the other is Either party, if in breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of compliance with its obligations under the first sentence of Section 4.2(b), HGS shall have *** days this Agreement or excused from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach compliance hereunder may terminate this Agreement effective on 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 terminate this Agreement for the reasons specified in this Section 11.3, such party (“Sending Party”) shall give written notice of termination (“Remedy Notice”) to the other party (“Other Party”). If The Remedy Notice must specifically state the allegedly breaching reason or reasons why the Sending Party in good faith disputes such material breach or disputes believes 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 Other Party is in material breach of default under this Agreement and wishes to terminate this Agreement, and must request such breaching Other Party further fails to specify the act or acts which it will accomplish to cure the cited material defaults. The Other Party will have a period of forty-five (45) days from its receipt of the Remedy Notice to cure the cited material default, or if such breach within *** days after material default cannot be cured in such forty-five (45) day period, specify to the conclusion Sending Party the act or acts which such Other Party will accomplish in order to cure the cited material default. In the event the default is not cured by the end of such forty-five (45) day period and the Sending Party does not at the end of such forty-five (45) day period approve the acts, if any, proposed by the 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 (“Termination Notice”) stating that dispute resolution procedure (and this Agreement is terminated under the provisions of this Section 11.3. In such event, termination shall then be effective upon written notification from receipt of the notifying Party to the breaching Party). Notwithstanding this Termination Notice in accordance with 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 Co-Promotion Term has expired14.7.

Termination for Material Breach. If either Either Party believes may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement subject to ARTICLE 14 in the event that the other is Party (as used in breach this subsection, the "Breaching Party") shall have materially breached this Agreement or defaulted in the performance of any of its material obligations hereunder, then and not corrected the situation following notice and an opportunity to cure as provided below. The Breaching Party shall have sixty (60) days of written notice thereof was provided to the Breaching Party by the non-breaching Party may deliver notice to remedy such default (or, if such default cannot be cured within such 60-day period, the Breaching Party must commence actions to 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 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 has commenced and diligently continued actions to cure such default provided always that, in such instance, such cure must have occurred within ninety (90) days of written notice thereof being provided to the Breaching Party by the non-breaching Party to remedy such default). 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. For all breaches other than a failure to make a payment as set forth ) disputes in this Agreement, the allegedly breaching Party shall have *** days from good faith such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such material breach or *** days from such notice its failure 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period cure period, then such dispute may be submitted to dispute resolution, either pursuant to the procedures set forth abovein Section 3.01(f) or through litigation or arbitration. In such event, then the Party originally delivering alleging such breach does not have the notice of breach may right to terminate this Agreement effective on written notice of termination pursuant 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 abovethis Section 13.02, 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 determined, pursuant to such dispute resolution procedure, that the allegedly breaching Breaching Party is in material breach of this Agreement, and such breaching Breaching Party further fails to cure such breach within *** sixty (60) days after the conclusion of that dispute resolution procedure (and any such termination shall then be effective upon written notification from the notifying Party to the breaching Party)procedure. Notwithstanding this Section 11.2(b)For clarity, in the event of FivePrime’s uncured a material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreementby MYLAN with respect to a particular ROW Country, HGS shall have the THERAVANCE's right to terminate FivePrime’s rights under this Section 7.2 and the Co13.02 would apply on a Country-Promotion Agreement, and this Agreement shall otherwise continue by-Country basis as set forth 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 Co-Promotion Term has expired5.04(f).

Termination for Material Breach. 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 PartyParty stating the cause, and proposed remedy if any. For all breaches other than a failure to make a payment as set forth in this Agreementsuch [***], the allegedly breaching Party shall have [*** days *] from such notice to dispute or cure such breach, except provided that in the event the if such breach is a result not reasonably capable of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have cure within such [*** days *] period, but is capable of cure within [***] from such notice notice, the breaching Party may submit, within [***] of such notice, a reasonable cure plan to dispute remedy such breach or as soon as possible and in any event prior to the end of such [*** days from *] period, and, upon such notice submission, the [***] cure period shall be automatically extended for so long as the breaching Party continues to use diligent efforts to cure such breach. For any breach in accordance with the cure plan, but for no more than [*** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED*] additional days. 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 If [*** days from the receipt of the notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 shall be addressed under the dispute resolution provisions in Section 14.6Article 15, and the notifying Party may termination shall not terminate this Agreement become effective unless and until it has been determined under Section 14.6 Article 15 that the allegedly breaching Party is in material breach of this Agreement, Agreement and such breaching Party further fails has failed to cure such breach within 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 conclusion occurrence of such dispute. It is understood and acknowledged that dispute resolution procedure (during the pendency of such a dispute, all of the terms and such termination conditions of this Agreement shall then remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. A [***] shall be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured treated as a material breach of any of its obligations under this Agreement and notwithstanding the foregoing provisions in this Section 7.2 or the Co-Promotion Agreement14.2(b), HGS [***] shall have [***] days to cure any breach [***]; provided that, if a government or regulatory action (or inaction) prevents [***] within such [***] day period, the right Parties shall discuss in good faith 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 extend such Co-Promotion Term has expired.[***] day period. 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. CONFIDENTIAL

Termination for Material Breach. If either Either Party believes that (the “Non-Breaching Party”) may, without prejudice to any other remedies available to it under applicable Law or in equity, terminate this Agreement if the other is Party (the “Breaching Party”) shall have materially breached or defaulted in breach the performance of its material obligations hereunder, then 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 such termination of this Agreement under this Section 9.2.1 shall become effective at the end of [***], unless the Breaching Party has cured such breach or default prior to the expiration of such cure period. If a non-breaching payment related material breach or default is not susceptible to cure within the [***] cure period described above (the “Initial Breach Cure Period”) (even with the use of Commercially Reasonable Efforts), the 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 (a) during the Initial Breach Cure Period, provides a written plan that is reasonably 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 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 deliver notice of require that the Executive Officers meet and confer in good faith to resolve such breach condition. The right of either Party to the other Party. For all breaches other than a failure to make a payment as set forth in terminate this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 portion 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 notification from the notifying Party to the breaching Party). Notwithstanding as provided in this Section 11.2(b), 9.2.1 shall not be affected in the event of FivePrimeany way by such Party’s uncured material breach of waiver or failure to take action with respect to 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 Co-Promotion Term has expiredprevious default.

Termination for Material Breach. If either Either Party believes that (the other is “Non-Breaching Party”) may terminate this Agreement in breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that entirety in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 “Breaching Party”) has been determined under Section 14.6 that the allegedly breaching Party is in material breach of materially breached this Agreement, and such breaching Party further fails material breach has not been cured within [***] (or [***] in the case of an undisputed failure to cure make any payment due and payable under this Agreement) after receipt of written notice of such breach within *** days after by the conclusion of that dispute resolution procedure (and such termination shall then be effective upon written notification Breaching Party from the notifying Non-Breaching Party (the “Cure Period”); provided that if the breach relates solely to TAK-228 Products or solely to TAK-659 Products, then 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 CoNon-Promotion Agreement, HGS shall Breaching Party will have the right to terminate FivePrime’s rights under Section 7.2 this Agreement solely with respect to all TAK-228 Products or all TAK-659 Products, as applicable (such applicable Products, and the Co-Promotion AgreementProgram Molecules within such Products, the “Terminated Products”), and this Agreement shall otherwise continue in full force and effect as if FivePrime had will not initiated any Co-Promotion Term for any Product under Section 7.2 and the time period during which FivePrime had have the right to initiate terminate this Agreement in its entirety. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such Comaterial breach. Any termination of this Agreement pursuant to this Section 8.2.1 shall immediately become effective at the end of the Cure Period, unless the Breaching Party has cured such material breach prior to the expiration of such Cure Period, or, if such material breach is not susceptible to cure within the Cure Period, then the Non-Promotion Term has expired.Breaching Party’s right of termination shall be suspended only if and for so long as the Breaching Party provides to the Non-Breaching Party a written plan during the Cure Period that is reasonably calculated to effect a cure of such material breach, such plan is accepted by the Non-Breaching Party (such acceptance not to be unreasonably withheld, conditioned, or delayed), and the Breaching Party commits to and carries out such plan. [***]

Termination for Material Breach. If either Upon and subject to the terms and conditions of this Section 19.5, this Agreement shall be terminable by a Party believes that on a product-by-product basis with respect to the other is in breach of its material obligations hereunderentire Territory for a particular IL-1 Product, then the nonor on a country-breaching Party may deliver by-country basis with respect to any particular Co-Promotion Country, Co-Branding Country or Co-Marketing Country, upon written notice of such breach to the other Party, (i) with respect to the entire Territory 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 as contemplated by this Agreement taken as a whole, or (ii) with respect to 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 such Co-Promotion Country, Co-Branding Country or Co-Marketing Country, as applicable, as contemplated by this Agreement. For all breaches other than a failure to make a payment as 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 AgreementAgreement alleged to have been breached), and the allegedly termination which is the subject of such notice shall be effective ninety (90) days after the date such notice is given unless the breaching Party shall have *** cured such breach within such ninety (90) day period (or, if such material breach, by its nature, is a curable breach but such breach is not curable within such ninety (90) day period, such longer period not to exceed one hundred eighty (180) days from such notice so long as the breaching party is using diligent efforts to dispute or cure such breach, except that in the which event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute if such breach has not been cured, such termination shall be effective on the earlier of the expiration of such one hundred eighty (180) day period or *** days from such notice time as the breaching party ceases to use diligent efforts 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 1933Notwithstanding the foregoing, AS AMENDED. in the case of breach arising from a failure to make of a payment set forth obligation hereunder, the ninety (90) day period referred to in the immediately preceding sentence shall instead be thirty (30) days (and the immediately preceding parenthetical clause in the immediately preceding sentence shall not apply). As -76- <PAGE> used in this AgreementSection 19.5, the allegedly breaching term "material breach" shall mean a breach by a Party shall have *** days from that substantially undermines the receipt of the notice benefits reasonably expected to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 be realized by the other Party within from the applicable period set forth abovecollaboration hereunder, 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 such that the allegedly breaching Party is in material breach termination of this Agreement, and such breaching Party further fails to cure such breach within *** days after the conclusion of that dispute resolution procedure (consequences thereof provided for herein, are appropriate and such termination shall then be effective upon written notification from the notifying Party to the breaching Party)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 11.2(b), in the event 19.5 or otherwise constitute a cause or basis for termination 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 Co-Promotion Term has expired.whole or in part. 19.6

Termination for Material Breach. 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 PartyParty which notice shall clearly mention the remedies that the non-breaching Party intends to apply should the breach remain uncured. For all breaches other than a failure to make a payment as set forth in this Agreement, the The allegedly breaching Party shall have *** ninety (90) days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach 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 to dispute or cure such breach. If (A) the Party receiving notice of breach fails to curecure such breach, or fails to disputedispute any of the matters described in the next sentence, that within such ninety (90)-day period and (B) (i) the uncured material breach within is a breach of one or more payment obligations totaling *** (***) *** Euros (€***) or more, or (ii) the applicable period set forth aboveuncured material breach cannot be adequately remedied through a combination of specific performance and payment of money damages, then the non breaching Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the other Partyin 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 within the applicable period set forth aboveParty, the matter will shall be addressed under the dispute resolution provisions in Section 14.6Article 14, and the notifying Party may not terminate this Agreement until it has been determined under Section 14.6 Article 14 that the allegedly breaching Party is in material breach conditions for termination of this AgreementSection 11.4 are met, and such breaching Party further fails to cure such breach within *** days after the conclusion of that dispute resolution procedure (and in which case, such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b)For clarification purpose, in the event of FivePrimefor Servier’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreementset forth in Sections 3.6 and 5.4, HGS EOS shall have the right only be permitted to terminate FivePrime’s rights under the Agreement with respect to those countries to which such breach 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 7.2 and 11.4 if Servier performs its obligations set forth in Sections 3.6 or 5.4 in at least one country of 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 Co-Promotion Term has expiredEuropean Union.

Termination for Material Breach. 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 (“Breach Notice”) to the other Party. If the Party receiving notice of breach fails to cure such material 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 this Agreement, the allegedly breaching Party shall have [*** ] days from such notice Breach Notice to dispute or cure such breach, except provided, however, that in the event the if any breach is not reasonably curable within [*] days and the allegedly breaching Party is making a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach or *** days from such notice bona fide effort to cure such breach, such termination will be delayed for a time period to be agreed by both Parties in order to permit the allegedly breaching Party a reasonable period of time to cure such breach, not to exceed an additional [*] days. 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 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 due. In the event Sangamo believe Pfizer has failed to make a 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 [** ] days from the of receipt of the notice to dispute or cure such breachwritten notice. If the Party receiving notice Parties agree to a resolution for such bona fide dispute or such dispute is resolved pursuant to Section 16.6, any amounts due as part of breach fails to cure, or fails to dispute, that breach such resolution shall be paid within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the other Party[*] days thereafter. 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 notification from the notifying Party to the breaching Partyc). 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 Co-Promotion Term has expired.

Termination for Material Breach. 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 PartyParty stating the cause, and proposed remedy if any. For all breaches other than a failure to make a payment as set forth in this Agreementsuch [***], the allegedly breaching Party shall have [*** days *] from such notice to dispute or cure such breach, except provided that in the event the if such breach is a result not reasonably capable of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have cure within such [*** days *] period, but is capable of cure within [***] from such notice notice, the breaching Party may submit, within [***] of such notice, a reasonable cure plan to dispute remedy such breach or as soon as possible and in any event prior to the end of such [*** days from *] period, and, upon such notice 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 any REDACTED MATERIAL IS MARKED WITH [*** INDICATES MATERIAL THAT WAS OMITTED *] AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933COMMISSION. 44 EXHIBIT 10.15 Execution Version CONFIDENTIAL the cure plan, AS AMENDED. breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have but for no more than [*** days from the receipt of the notice to dispute or cure such breach*] additional days. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 shall be addressed under the dispute resolution provisions in Section 14.6Article 15, and the notifying Party may termination shall not terminate this Agreement become effective unless and until it has been determined under Section 14.6 Article 15 that the allegedly breaching Party is in material breach of this Agreement, Agreement and such breaching Party further fails has failed to cure such breach within 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 conclusion occurrence of such dispute. It is understood and acknowledged that dispute resolution procedure (during the pendency of such a dispute, all of the terms and such termination conditions of this Agreement shall then remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. A [***] shall be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured treated as a material breach of any of its obligations under this Agreement and notwithstanding the foregoing provisions in this Section 7.2 or the Co-Promotion Agreement14.2(b), HGS [***] shall have [***] days to cure any breach [***]; provided that, if a government or regulatory action (or inaction) prevents [***] within such [***] day period, the right Parties shall discuss in good faith 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 extend such Co-Promotion Term has expired[***] day period.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in material breach of its a material obligations hereunderobligation under this Agreement, then the non-breaching Party it may deliver give notice of such breach to the other Breaching Party. For all breaches other than a failure , and the Breaching Party will have sixty (60) days in which to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure remedy such breach, except that or thirty (30) days in the event case of breach (whether material or not) of any payment obligation hereunder. Such sixty (60) day period will be extended in the case of a breach is a result not capable of HGS’ breach of its obligations under being remedied in such sixty (60) day period so long as the first sentence of Section 4.2(b), HGS shall have *** days from such notice Breaching Party uses diligent efforts to dispute remedy such breach or *** 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 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 to dispute or cure remedy such breach. If such alleged breach is not remedied in the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 time period set forth above, the matter Non-Breaching Party will be addressed under 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 terminate this Agreement upon written notice to the Breaching Party. In the event of a dispute resolution provisions in Section 14.6regarding any payments due and owing hereunder, all undisputed amounts will be paid when due, and the notifying 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 may disputes in good faith the existence or materiality of such breach and provides notice to the other Party of such dispute within such cure period, such other Party will not have the right to terminate this Agreement in accordance with this Section 18.3 unless and until it has been determined under in accordance with Section 14.6 19.10 that this Agreement was materially breached by the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails failed to cure such breach within *** days after the conclusion applicable cure period. It is understood and acknowledged that during the pendency of such a dispute, all of the terms and conditions of this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder. The Parties further agree that dispute resolution procedure (and such termination shall then be effective upon written notification from the notifying any payments that are made by one 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 other Party pursuant 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 pending resolution of the dispute will be promptly refunded if FivePrime had not initiated any Co-Promotion Term for any Product under a court determines pursuant to Section 7.2 and 19.10 that such payments are to be refunded by one Party to the time period during which FivePrime had the right to initiate such Co-Promotion Term has expired.other Party 18.4

Termination for Material Breach. If either Upon (a) any material breach of this Agreement by the Company or (b) any material breach of this Agreement by Pfizer (the Party believes that so allegedly breaching being 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 by providing [***] written notice to the Breaching Party in the case of any other material breach, which notice will, in each case (i) expressly reference this Section 9.2.1, (ii) reasonably describe the alleged breach which is in the basis of such termination, and (iii) clearly state the Non-Breaching Party’s intent to terminate this Agreement if the alleged breach of is not cured within the applicable cure period. Notwithstanding the foregoing, (1) if such material breach, by its material obligations hereundernature, is curable, but is not reasonably curable within the applicable cure period, then such cure period will be extended if the non-breaching Breaching Party may deliver notice of provides a written plan for curing such breach to the other 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. For all breaches other than a failure to make a payment as set forth in ; and (2) if the Breaching Party disputes (x) whether it has materially breached this Agreement, the allegedly breaching Party shall have *** days from (y) whether such notice to dispute or cure such breach, except that in the event the material breach is a result of HGS’ breach of its obligations under reasonably curable within the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach or *** days from such notice to applicable 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 to dispute or cure such breach. If the Party receiving notice of breach fails to cureperiod, or fails to dispute, that (z) whether it has cured such material breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 aboveperiod, the matter dispute 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 resolved pursuant to cure such breach within *** days after the conclusion of that dispute resolution procedure (and such termination shall then be effective upon written 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 AgreementArticle 11, and this Agreement shall otherwise continue may not be terminated during the pendency of such dispute resolution procedure. The termination will become effective at the end of the notice period unless the Breaching Party cures such breach during such notice period; provided, however, that the Non-Breaching Party may, by notice to the Breaching Party, designate a later date for such termination in full force and effect as if FivePrime had not initiated any Coorder to facilitate an orderly transition of activities relating to Opted-Promotion Term for any Product under Section 7.2 and the time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredIn Products.

Termination for Material Breach. 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 PartyParty stating the cause, and proposed remedy if any. For all breaches other than a failure to make a payment as set forth in this Agreementsuch [***], the allegedly breaching Party shall have [*** days *] from such notice to dispute or cure such breach, except provided that in the event the if such breach is a result not reasonably capable of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have cure within such [*** days *] period, but is capable of cure within [***] from such notice notice, the breaching Party may submit, within [***] of such notice, a reasonable cure plan to dispute remedy such breach or as soon as possible and in any event prior to the end of such [*** days from *] period, and, upon such notice submission, the [***] cure period shall be automatically extended for so long as the breaching Party continues to use diligent efforts to cure such breach. For any breach in accordance with CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH [*** INDICATES *], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL THAT WAS OMITTED AND FOR WHICH (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. 44 EXHIBIT 10.15 Execution Version 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 1933the cure plan, AS AMENDED. breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have but for no more than [*** days from the receipt of the notice to dispute or cure such breach*] additional days. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective 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 shall be addressed under the dispute resolution provisions in Section 14.6Article 15, and the notifying Party may termination shall not terminate this Agreement become effective unless and until it has been determined under Section 14.6 Article 15 that the allegedly breaching Party is in material breach of this Agreement, Agreement and such breaching Party further fails has failed to cure such breach within 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 conclusion occurrence of such dispute. It is understood and acknowledged that dispute resolution procedure (during the pendency of such a dispute, all of the terms and such termination conditions of this Agreement shall then remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. A [***] shall be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured treated as a material breach of any of its obligations under this Agreement and notwithstanding the foregoing provisions in this Section 7.2 or the Co-Promotion Agreement14.2(b), HGS [***] shall have [***] days to cure any breach [***]; provided that, if a government or regulatory action (or inaction) prevents [***] within such [***] day period, the right Parties shall discuss in good faith 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 extend such Co-Promotion Term has expired[***] day period.