Common use of Breach Clause in Contracts

Breach. a. If one party (the “Non-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party shall provide written notice of such failure to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. (a) If one either party (Breaches this Contract in any respect, the “Nonnon-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party party shall provide written notice of such failure the Breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide party and afford the Breaching Party breaching party an opportunity to remedy the Breach cure within thirty ten (3010) calendar days Days from the date of that the breaching party receives the notice. HoweverIn the case of a Contractor Breach, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy modify the ten (10) day cure period in the notice, so long as that period is otherwise consistent with the provisions notice of this ContractBreach. The right to cure period set forth in shall be extended if the notice is known as the “Remedy Period.” The Nonnon-Breaching Party shall extend the Remedy Period if it breaching party is satisfied that the Breaching Party breaching party is making a good faith effort to remedy the Breachcure, but the nature of the Breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach Notice may include an effective Termination date. If Contract cancellation date if the identified Breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- non-breaching Party party in writing before such prior to the cancellation date, no further action shall be required of any party to effect the Termination cancellation as of the stated date. If the notice does not set forth an effective Termination Contract cancellation date, then the Nonnon-breaching Party shall provide party may cancel the Breaching Party Contract by giving the breaching party no less than twenty-twenty four (24) hours' ’ prior written notice before terminating Notice after the expiration of the cure period. (b) If the Agency believes that the Contractor has not performed according to the Contract, the Agency may: (1) withhold payment in whole or in part pending resolution of the performance issue, provided that the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; (2) temporarily discontinue all or part of the Services to be provided under the Contract; (3) permanently discontinue part of the Services to be provided under the Contract; (4) assign appropriate State personnel to provide contracted for Services to assure continued performance under the Contract until such time as the contractual Breach has been corrected to the satisfaction of the Agency; (5) require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; (6) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (7) any combination of the above actions. (c) The Contractor shall return all unexpended funds to the Agency no later than thirty (30) calendar days after the Contractor receives a demand from the Agency. (d) In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. f. Notwithstanding (e) The action of the Agency shall be considered final. If at any provisions step in this Contractprocess the Contractor fails to comply with the procedure and, DAS as applicable, the mutually agreed plan of correction, the Agency may terminate this Contract proceed with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given remedies as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination listed under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationsection. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. (a) If one either party (Breaches this Contract in any respect, the “Nonnon-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party party shall provide written notice of such failure the Breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide party and afford the Breaching Party breaching party an opportunity to remedy the Breach cure within thirty ten (3010) calendar days from the date of that the breaching party receives the notice. HoweverIn the case of a Contractor Breach, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy modify the ten (10) day cure period in the notice, so long as that period is otherwise consistent with the provisions notice of this ContractBreach. The right to cure period set forth in shall be extended if the notice is known as the “Remedy Period.” The Nonnon-Breaching Party shall extend the Remedy Period if it breaching party is satisfied that the Breaching Party breaching party is making a good faith effort to remedy the Breachcure, but the nature of the Breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach Notice may include an effective Termination date. If Contract cancellation date if the identified Breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- non-breaching Party party in writing before such prior to the cancellation date, no further action shall be required of any party to effect the Termination cancellation as of the stated date. If the notice does not set forth an effective Termination Contract cancellation date, then the Nonnon-breaching Party shall provide party may cancel the Breaching Party Contract by giving the breaching party no less than twenty-twenty four (24) hours' ’ prior written notice before terminating Notice after the expiration of the cure period. (b) If the Agency believes that the Contractor has not performed according to the Contract, the Agency may: (1) withhold payment in whole or in part pending resolution of the performance issue, provided that the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; (2) temporarily discontinue all or part of the Services to be provided under the Contract; (3) permanently discontinue part of the Services to be provided under the Contract; (4) assign appropriate State personnel to provide contracted for Services to assure continued performance under the Contract until such time as the contractual Breach has been corrected to the satisfaction of the Agency; (5) require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; (6) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (7) any combination of the above actions. (c) The Contractor shall return all unexpended funds to the Agency no later than thirty (30) calendar days after the Contractor receives a demand from the Agency. (d) In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. f. Notwithstanding (e) The action of the Agency shall be considered final. If at any provisions step in this Contractprocess the Contractor fails to comply with the procedure and, DAS as applicable, the mutually agreed plan of correction, the Agency may terminate this Contract proceed with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given remedies as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination listed under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationsection. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (the “Non-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the “Non-Breaching Party shall provide written notice of such failure to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP Corrective Action Plan (“CAP”) in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (the “Non-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the “Non-Breaching Party shall provide written notice of such failure to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP Corrective Action Plan (“CAP”) in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and and, a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or or, reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the The Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or or, an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-twenty four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. ‌ a) If one either party (breaches the “NonContract in any respect, the non-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party party shall provide written notice of such failure the breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide party by overnight or certified mail, return receipt requested, to the Breaching Party most current address the breaching party has furnished for the purposes of correspondence and afford the breaching party an opportunity to remedy the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period cure as referenced in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy PeriodExhibit 4 under Corrective Action Plan. b. If b) In the Client Agency determines that event of a breach, the Contractor has committed a Breach, then the Client Agency may Lead State shall require the Contractor to, and Contractor shall, prepare and submit to adhere to the Client Agency a CAP Corrective Action Plan in Exhibit 4 in connection with an identified breach. Notwithstanding the identified Breachsubmission and acceptance of a Corrective Action Plan, Contractor remains responsible for achieving all Performance criteria. The acceptance of a Corrective Action Plan shall not excuse prior substandard Performance, relieve Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed its duty to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, comply with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAPPerformance standards, or reject it by delivering prohibit the Lead State or Purchasing Entity from pursuing additional remedies or other approaches to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Dayscorrect substandard Performance. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. c) The written notice of the Breach breach may include an effective Termination date. If the identified Breach breach is not remedied cured by the stated Termination date, unless otherwise modified by the Non- non-breaching Party party in writing before prior to such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Nonnon-breaching Party party shall be required to provide the Breaching Party breaching party no less than twenty-twenty four (24) hours' prior hours written notice before prior to terminating this the Contract, such notice to be provided in accordance with Section 29(c). f. d) If the Purchasing Entity reasonably and in good faith determines the Contractor has not Performed in accordance with the Contract, the Purchasing Entity may withhold payment in whole or in part in an amount reasonably related to the non-performance pending resolution of the Performance issue, provided that the Purchasing Entity notifies the Contractor in writing prior to the date that the payment would have been due. e) Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period right to cure period for Contractor’s Breach breach or violation of any of the representations or warranties provisions in this Contract the section concerning Representations and Warranties and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to the Contractor or Contractor Parties or any third party. . f) Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of section in this Contract. g) With respect to breach of any Purchase Order by Purchasing Entities not part of the State of Connecticut, the Purchasing Entity shall follow the procedures in this section, or shall follow the Purchasing Entity’s own procedures as set forth in the Participating Addendum. The Purchasing Entity may withhold payment in whole or in part pending resolution of the Performance issue, provided that the Purchasing Entity notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the SOW.

Breach. a. (a) If one either party (Breaches this Contract in any respect, the “Nonnon-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party party shall provide written notice of such failure the Breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide party and afford the Breaching Party breaching party an opportunity to remedy the Breach cure within thirty ten (3010) calendar days from the date of that the breaching party receives the notice. HoweverIn the case of a Contractor Breach, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy modify the ten (10) day cure period in the notice, so long as that period is otherwise consistent with the provisions notice of this ContractBreach. The right to cure period set forth in shall be extended if the notice is known as the “Remedy Period.” The Nonnon-Breaching Party shall extend the Remedy Period if it breaching party is satisfied that the Breaching Party breaching party is making a good faith effort to remedy the Breachcure, but the nature of the Breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach Notice may include an effective Termination date. If Contract cancellation date if the identified Breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- non breaching Party party in writing before such prior to the cancellation date, no further action shall be required of any party to effect the Termination cancellation as of the stated date. If the notice does not set forth an effective Termination Contract cancellation date, then the Nonnon-breaching Party shall provide party may cancel the Breaching Party Contract by giving the breaching party no less than twenty-twenty four (24) hours' prior written notice before terminating Notice after the expiration of the cure period. (b) If the Agency believes that the Contractor has not performed according to the Contract, the Agency may: (1) withhold payment in whole or in part pending resolution of the performance issue, provided that the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; (2) temporarily discontinue all or part of the Services to be provided under the Contract; (3) permanently discontinue part of the Services to be provided under the Contract; (4) assign appropriate State personnel to provide contracted for Services to assure continued performance under the Contract until such time as the contractual Breach has been corrected to the satisfaction of the Agency; (5) require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; (6) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (7) any combination of the above actions. (c) The Contractor shall return all unexpended funds to the Agency no later than thirty (30) days after the Contractor receives a demand from the Agency. (d) In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. f. Notwithstanding (e) The action of the Agency shall be considered final. If at any provisions step in this Contractprocess the Contractor fails to comply with the procedure and, DAS as applicable, the mutually agreed plan of correction, the Agency may terminate this Contract proceed with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given remedies as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination listed under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationsection. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. (a) If one either party (Breaches this Contract in any respect, the “Nonnon-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party party shall provide written notice of such failure the Breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide party and afford the Breaching Party breaching party an opportunity to remedy the Breach cure within thirty ten (3010) calendar days from the date of that the breaching party receives the notice. HoweverIn the case of a Contractor Breach, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy modify the ten (10) day cure period in the notice, so long as that period is otherwise consistent with the provisions notice of this ContractBreach. The right to cure period set forth in shall be extended if the notice is known as the “Remedy Period.” The Nonnon-Breaching Party shall extend the Remedy Period if it breaching party is satisfied that the Breaching Party breaching party is making a good faith effort to remedy the Breachcure, but the nature of the Breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach Notice may include an effective Termination date. If Contract cancellation date if the identified Breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- non-breaching Party party in writing before such prior to the cancellation date, no further action shall be required of any party to effect the Termination cancellation as of the stated date. If the notice does not set forth an effective Termination Contract cancellation date, then the Nonnon-breaching Party shall provide party may cancel the Breaching Party Contract by giving the breaching party no less than twenty-twenty four (24) hours' ’ prior written notice before terminating Notice after the expiration of the cure period. (b) If the Agency believes that the Contractor has not performed according to the Contract, the Agency may: (1) withhold payment in whole or in part pending resolution of the performance issue, provided that the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; (2) temporarily discontinue all or part of the Services to be provided under the Contract; (3) permanently discontinue part of the Services to be provided under the Contract; (4) assign appropriate State personnel to provide contracted for Services to assure continued performance under the Contract until such time as the contractual Breach has been corrected to the satisfaction of the Agency; (5) require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; (6) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (7) any combination of the above actions. (c) The Contractor shall return all unexpended funds to the Agency no later than thirty (30) days after the Contractor receives a demand from the Agency. (d) In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. f. Notwithstanding (e) The action of the Agency shall be considered final. If at any provisions step in this Contractprocess the Contractor fails to comply with the procedure and, DAS as applicable, the mutually agreed plan of correction, the Agency may terminate this Contract proceed with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given remedies as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination listed under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationsection. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. (a) If one either party (Breaches this Contract in any respect, the “Nonnon-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party party shall provide written notice of such failure the Breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide party and afford the Breaching Party breaching party an opportunity to remedy the Breach cure within thirty ten (3010) calendar days from the date of that the breaching party receives the notice. HoweverIn the case of a Contractor Breach, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy modify the ten (10) day cure period in the notice, so long as that period is otherwise consistent with the provisions notice of this ContractBreach. The right to cure period set forth in shall be extended if the notice is known as the “Remedy Period.” The Nonnon-Breaching Party shall extend the Remedy Period if it breaching party is satisfied that the Breaching Party breaching party is making a good faith effort to remedy the Breachcure, but the nature of the Breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach Notice may include an effective Termination date. If Contract cancellation date if the identified Breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- breaching Party non‑breaching party in writing before such prior to the cancellation date, no further action shall be required of any party to effect affect the Termination cancellation as of the stated date. If the notice does not set forth an effective Termination Contract cancellation date, then the Nonnon-breaching Party shall provide party may cancel the Breaching Party Contract by giving the breaching party no less than twenty-twenty four (24) hours' ’ prior written notice before terminating this ContractNotice after the expiration of the cure period. f. Notwithstanding any provisions in this (b) If the Agency believes that the Contractor has not performed according to the Contract, DAS the Agency may: withhold payment in whole or in part pending resolution of the performance issue, provided that the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; temporarily discontinue all or part of the Services to be provided under the Contract; permanently discontinue part of the Services to be provided under the Contract; assign appropriate State personnel to provide contracted for Services to assure continued performance under the Contract until such time as the contractual Breach has been corrected to the satisfaction of the Agency; require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; take such other actions of any nature whatsoever as may terminate be deemed appropriate for the best interests of the State or the program(s) provided under this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.both; or

Breach. a. If one party (the “Non-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching breaching Party shall provide written notice of such failure to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one (i) Each party (shall have the “Non-breaching Party”) determines that right to terminate this Agreement in its entirety upon written notice to the other party if such other party is in material breach of this Agreement and has not cured such breach within [***] days (or [***] with respect to any undisputed payment breach) after notice from the “Breaching Party”) has failed to comply with any terminating party requesting cure of the Breaching Party’s corresponding Contract obligations breach. Each party shall have the right to terminate this Agreement with respect to an Arcus Program upon written notice to the other party if such other party is in material breach of this Agreement with respect to such Arcus Program and has not cured such breach within [***] days (or [***] with respect to any undisputed payment breach) after notice from the terminating party requesting cure of the breach. Any such termination shall become effective at the end of such [***]-day (or [***] with respect to any undisputed payment breach) period unless the breaching party has cured such breach prior to the end of the applicable period, subject to Section 12.2 below. If a "Breach")party would like to dispute a payment obligation, then such party shall notify the Non-Breaching Party shall provide written notice other party of such failure dispute, with reasonable details for the dispute, prior to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the due date of the noticepayment obligation. HoweverThe disputing party shall cooperate and work diligently with the other party to resolve any such dispute as soon as possible. All amounts owed and not disputed shall be paid by the applicable due date. Each party must act in good faith in disputing a payment obligation. (ii) Notwithstanding Section 10.2(a)(i), if Contractor is any material breach and failure to cure contemplated by Section 10.2(a)(i) by TAIHO applies only as to TAIHO’s obligations under this Agreement with respect to a particular Arcus Program, Arcus shall not have the Breaching Party, then the Client Agency may set forth any remedy period right to terminate this Agreement in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breachits entirety, but shall instead have the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, terminate this Agreement solely with respect to such Arcus Programs and any Licensed Products (3including Companion Diagnostics therefor) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issuesuch Arcus Program, provided that the Client Agency notifies Contractor in writing prior if TAIHO materially breaches this Agreement and fails to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, cure such breach as contemplated by Section 10.2(a)(i) with respect to [***] or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination datemore Arcus Programs, then Arcus shall have the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may right to terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties Agreement in its entirety under Section 10.2(a)(i) if TAIHO again materially breaches this Contract Agreement and revoke any consent fails to assignments given cure such breach as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination contemplated by Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation10.2(a)(i). g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (either Party Breaches this Contract in any respect, the “Nonnon-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party shall provide written notice of such failure Breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide and afford the Breaching breaching Party an opportunity to remedy cure the Breach within thirty ten (3010) calendar days Work Days from the date of that the breaching Party receives such notice. However, Such right to cure period shall be extended if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Nonnon-Breaching breaching Party shall extend the Remedy Period if it is satisfied that the Breaching breaching Party is making a good faith effort to remedy the Breachcure, but the nature of the Breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If Contract Cancellation date if the identified Breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- non-breaching Party in writing before such prior to the Cancellation date, no further action shall be required of any party Party to effect the Termination Cancellation as of the stated date. If the notice does not set forth an effective Termination Cancellation date, then the Nonnon-breaching Party shall provide may cancel this Contract by giving the Breaching breaching Party no less than twenty-four (24) hours' hours prior written notice before terminating this Contract. f. Notwithstanding any provisions in notice. If UConn Health believes the Contractor has Breached this Contract, DAS it may terminate this Contract withhold payment in whole or in part pending resolution of the Breach, provided that UConn Health notifies the Contractor in writing prior to the date that the payment would have been due to Contractor. The Contractor agrees to promptly reimburse UConn Health for costs, losses or expenses associated with no Remedy Period for cover purchases made by UConn Health as the result of Contractor’s Breach or violation of any of Breach. Nothing herein shall be deemed to waive UConn Health’s right to terminate the representations or warranties in this Contract and revoke any consent pursuant to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation10. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party Should a Party (“the “Non-breaching Partydefaulting party”) determines that the other (the “Breaching Party”) has failed to comply with commit a breach of any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party shall provide written notice of such failure to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in Agreement, then the notice is known as other Party (“the “Remedy Period.” The Non-Breaching Party shall extend aggrieved party”) will be entitled to require the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort defaulting party to remedy the Breach, but the nature of the Breach is such that it cannot be remedied breach within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the ten (10) Business Days, then or such other reasonable time as agreed to in writing by the CAP is deemed to have been approvedParties, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such of delivery of a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits written notice requiring it to the Client Agency for review and approvaldo so. If the Client Agency rejects a CAPdefaulting party fails to remedy the breach within the period specified in such notice, then the parties aggrieved party will repeat this submittal and review process until be entitled to claim immediate payment and/or performance by the earliest defaulting party of one all of the following: (1) defaulting party’s obligations due in terms of this Agreement, in either event, without prejudice to the Client Agency accepts a CAP, (2) the Client Agency waives its aggrieved party’s right to receive claim damages. The foregoing is without prejudice to such other rights as the aggrieved party may have at Law, provided always that the aggrieved party will not be entitled to cancel this Agreement for any breach by the defaulting party, unless such breach is a CAPmaterial breach going to the root of this Agreement and is incapable of being remedied by payment of money or, (3) Contractor remedies if it is capable of being remedied by payment of money, the Breach, (4) defaulting party fails to pay the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of amount concerned within ten (10) Business Days, within which to review the CAPDays after such amount has been determined. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines It is specifically recorded that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for multiple Service Level Failures affecting any amounts due pending resolution of the Performance issueregional clusters will collectively constitute a material breach. USP will however, provided that the Client Agency notifies Contractor in writing prior its sole and absolute discretion, be entitled to cancel either this entire Agreement based on such material breach, or such part/s of this Agreement relating to the date that particular affected regional cluster/s. Notwithstanding the payment would have been due. d. For purposes provisions of the Client Agency determining whether there is a Breach under Clause 22.1 above, USP may immediately terminate this Contract, or whether Agreement at any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The time by giving written notice of such termination to the Breach may include an effective Termination date. If Service Provider if the identified Breach is not remedied by Service Provider is, other than for the stated Termination datepurposes of amalgamation, unless otherwise modified by placed under voluntary or compulsory liquidation (whether provisional or final) or under business rescue proceedings or under curatorship or under the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation equivalent of any of the representations foregoing; a final and unappeasable judgment against the Service Provider remains unsatisfied for a period of ten (10) Business Days or more after it comes to the notice of the Service Provider; the Service Provider makes any arrangement or composition with its creditors generally or ceases to carry on business; and/or the Service Provider breaches any of the warranties as set out in Clause 16 above. Any termination of this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject Agreement pursuant to the provisions of this agreement will be without USP incurring any liability in connection with such termination, or prejudice to any claim which USP may have in respect of any prior breach of the Termination Section terms and conditions of this Contract. In case of such revocation or Termination, Agreement by the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationService Provider. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (the “Non-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching breaching Party shall provide written notice of such failure to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- Non-breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS the Agency may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one either party (Breaches this Contract in any respect, the “Nonnon-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party party shall provide written notice of such failure the Breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide party and afford the Breaching Party breaching party an opportunity to remedy the Breach cure within thirty ten (3010) calendar days Days from the date of that the breaching party receives the notice. HoweverIn the case of a Contractor Breach, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy modify the ten (10) day cure period in the notice, so long as that period is otherwise consistent with the provisions notice of this ContractBreach. The right to cure period set forth in shall be extended if the notice is known as the “Remedy Period.” The Nonnon-Breaching Party shall extend the Remedy Period if it breaching party is satisfied that the Breaching Party breaching party is making a good faith effort to remedy the Breachcure, but the nature of the Breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach Notice may include an effective Termination date. If Contract cancellation date if the identified Breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- non-breaching Party party in writing before such prior to the cancellation date, no further action shall be required of any party to effect the Termination cancellation as of the stated date. If the notice does not set forth an effective Termination Contract cancellation date, then the Nonnon-breaching Party shall provide party may cancel the Breaching Party Contract by giving the breaching party no less than twenty-twenty four (24) hours' ’ prior written notice before terminating Notice after the expiration of the cure period. b. If the Agency believes that the Contractor has not performed according to the Contract, the Agency may: i. withhold payment in whole or in part pending resolution of the performance issue, provided that the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; ii. temporarily discontinue all or part of the Services to be provided under the Contract; iii. permanently discontinue part of the Services to be provided under the Contract; iv. assign appropriate State personnel to provide contracted for Services to assure continued performance under the Contract until such time as the contractual Breach has been corrected to the satisfaction of the Agency; v. require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; vi. take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or vii. any combination of the above actions. c. The Contractor shall return all unexpended funds to the Agency no later than thirty (30) calendar days after the Contractor receives a demand from the Agency. d. In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. f. Notwithstanding e. The action of the Agency shall be considered final. If at any provisions step in this Contractprocess the Contractor fails to comply with the procedure and, DAS as applicable, the mutually agreed plan of correction, the Agency may terminate this Contract proceed with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given remedies as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination listed under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationsection. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party Either Party may (the “Non-breaching Party”but is not required to and without limitation of any other right or remedy such Party may have) determines that terminate for material breach by the other Party (the “Breaching Party”) has failed of this Agreement with respect to comply with any of a Region and a Collaboration Target, if the material breach relates to such Region and Collaboration Target, if the Breaching Party has not cured such breach within [***] after written notice of such breach (or if such material breach involves the failure to make a payment when due, within [***] after written notice of such breach) (such period, the “Notice Period”), with such notice specifying the breach, the relevant Region(s), the relevant Collaboration Target(s), and such Party’s corresponding Contract obligations claim of right to terminate, and such termination shall become effective at the end of such Notice Period, provided that: (a) with respect to a "Breach")breach that cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period, then the Non-Notice Period will be tolled (provided that the Breaching Party shall thereafter diligently continues such actions) for up to a maximum of an additional [***]; or (b) with respect to any alleged breach by Jazz of its diligence obligations set forth in Section 4.4 or Section 6.1, Codiak will, prior to providing any notice of termination pursuant to this Section 13.3.1, first provide written notice of such failure alleged breach to Jazz, and the Breaching Party Parties will meet within 10 Business Days after delivery of such notice to Jazz to discuss in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breachsuch alleged breach and Jazz’s Development or Commercialization plans, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detailas applicable, with references respect to the applicable SpecificationsLicensed Compound(s) or Licensed Product(s), and and, after such meeting, Codiak may issue any such termination notice with respect to such alleged breach; provided that if either Party initiates a specific proposal dispute resolution procedure under Section 14.2 as permitted under this Agreement to remedy or resolve the Breach. Contractor shall submit the CAP dispute for which termination is being sought pursuant to the Client Agency this Section 13.3.1(b) within (10) 5 Business Days following the Client Agency’s request for end of the CAP for the Client Agency’s review Notice Period and approval. Within (10) Business Days of receiving the CAPis diligently pursuing such procedure, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review terminate for such alleged breach will be for up tolled unless and until it is determined, through the dispute resolution procedure or by mutual agreement, that Codiak has the right to (3) Business Days each instead of (10) or (5) Business Daysterminate. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due(c) [***]. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. (a) If one either party (Breaches this Contract in any respect, the “Nonnon-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party party shall provide written notice of such failure the Breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide party and afford the Breaching Party breaching party an opportunity to remedy the Breach cure within thirty ten (3010) calendar days Days from the date of that the breaching party receives the notice. HoweverIn the case of a CONTRACTOR Breach, if Contractor is the Breaching Party, then AGENCY may modify the Client Agency may set forth any remedy ten (10) day cure period in the notice, so long as that period is otherwise consistent with the provisions notice of this ContractBreach. The right to cure period set forth in shall be extended if the notice is known as the “Remedy Period.” The Nonnon-Breaching Party shall extend the Remedy Period if it breaching party is satisfied that the Breaching Party breaching party is making a good faith effort to remedy the Breachcure, but the nature of the Breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach Notice may include an effective Termination date. If Contract cancellation date if the identified Breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- non breaching Party party in writing before such prior to the cancellation date, no further action shall be required of any party to effect the Termination cancellation as of the stated date. If the notice does not set forth an effective Termination Contract cancellation date, then the Nonnon-breaching Party shall provide party may cancel the Breaching Party Contract by giving the breaching party no less than twenty-twenty four (24) hours' ’ prior written notice before terminating Notice after the expiration of the cure period. (b) If the AGENCY believes that The CONTRACTOR has not performed according to the Contract, the AGENCY may: (1) withhold payment in whole or in part pending resolution of the performance issue, provided that the AGENCY notifies The CONTRACTOR in writing prior to the date that the payment would have been due in accordance with the budget; (2) temporarily discontinue all or part of the Services to be provided under the Contract; (3) permanently discontinue part of the Services to be provided under the Contract; (4) assign appropriate State personnel to provide contracted for Services to assure continued performance under the Contract until such time as the contractual Breach has been corrected to the satisfaction of the AGENCY; (5) require that contract funding be used to enter into a subcontract with a person or persons designated by the AGENCY in order to bring the program into contractual compliance; (6) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the STATE or the program(s) provided under this Contract or both; or (7) any combination of the above actions. (c) The CONTRACTOR shall return all unexpended funds to the AGENCY no later than thirty (30) calendar days after The CONTRACTOR receives a demand from the AGENCY. (d) In addition to the rights and remedies granted to the AGENCY by this Contract, the AGENCY shall have all other rights and remedies granted to it by law in the event of Breach of or default by The CONTRACTOR under the terms of this Contract. f. Notwithstanding (e) The action of the AGENCY shall be considered final. If at any provisions step in this Contractprocess The CONTRACTOR fails to comply with the procedure and, DAS as applicable, the mutually agreed plan of correction, the AGENCY may terminate this Contract proceed with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given remedies as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination listed under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationsection. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (the “Non-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract Master Agreement obligations (a "Breach"), then the Non-Breaching Party shall provide written notice of such failure to the Breaching Party in accordance with this ContractMaster Agreement. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency Purchasing Entity may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this ContractMaster Agreement. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency Purchasing Entity determines that the Contractor has committed a Breach, then the Client Agency Purchasing Entity may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency Purchasing Entity a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency Purchasing Entity within ten (10) Business Days following the Client AgencyPurchasing Entity’s request for the CAP for the Client AgencyPurchasing Entity’s review and approval. Within ten (10) Business Days of receiving the CAP, the Client Agency Purchasing Entity must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency Purchasing Entity fails to accept or reject the CAP within the ten (10) Business Days, then the CAP is deemed to have been approved, without more. The Client AgencyPurchasing Entity’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency Purchasing Entity will approve the CAP when the Contractor re-submits it to the Client Agency Purchasing Entity for review and approval. If the Client Agency Purchasing Entity rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency Purchasing Entity accepts a CAP, (2) the Client Agency Purchasing Entity waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency Purchasing Entity waives the Breach, or (5) the Client Agency Purchasing Entity makes a determination to Terminate this ContractMaster Agreement. After the first rejection, each of the parties will have five (5) Business Days, instead of ten (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to three (3) Business Days each instead of ten (10) or five (5) Business Days. c. If the Client Agency Purchasing Entity determines that the Contractor has Breached this ContractMaster Agreement, then the Client Agency Purchasing Entity may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency Purchasing Entity notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency Purchasing Entity determining whether there is a Breach under this ContractMaster Agreement, or whether any statement in the Representations and Warranties Section of this Contract Master Agreement is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency Purchasing Entity considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this ContractMaster Agreement. f. Notwithstanding any provisions in this ContractMaster Agreement, DAS the Lead State may terminate this Contract Master Agreement with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract Master Agreement and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this ContractMaster Agreement. In case of such revocation or Termination, the Client Agency Purchasing Entity will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the Lead State’s rights under this Breach Section diminishes the Lead State’s rights under the Termination Section of this ContractMaster Agreement.

Breach. a. If one party (the “Non-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with Should a Party breach any provision of the Breaching Party’s corresponding Contract obligations (a "Breach")Agreement, then the Non-Breaching aggrieved Party shall provide written notice of such failure will be entitled to require the Breaching defaulting Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach breach within thirty 7 (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10seven) Business Days of receiving the CAP, the Client Agency must either approve the CAPdelivery of a written notice requiring it to do so, or reject it by delivering within any other reasonable period agreed to Contractor a written explanation for between the rejectionParties. If the Client Agency defaulting Party fails to accept or reject the CAP remedy such breach within the (10) Business Daysperiod specified in the breach notice, then the CAP is deemed aggrieved Party will be entitled to have been approvedcancel this Agreement and to claim damages, without morealternatively to claim immediate specific performance of the defaulting Party’s obligations, whether due or not. The Client Agency’s explanation foregoing is without prejudice to such other rights as the aggrieved Party may have in law. Either Party will be entitled to terminate this Agreement or any SOW as provided for in terms of the Agreement with immediate effect, should the other Party – be placed under compulsory, or take any steps toward, voluntary winding-up, liquidation or business rescue, to the extent permitted by applicable law; or, being a natural person, commit an act of insolvency; or be provisionally or finally sequestrated; or be deregistered or take any steps to be deregistered by the Companies and Intellectual Property Commission; or suffer any judgement to be obtained against it and allow such judgement to remain unsatisfied or fail to apply for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such rescission thereof within a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest period of one of the following: 10 (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3ten) Business Days each instead from the time the judgement was obtained; or do or suffer any act or thing whereby the other Party’s rights or interest may be prejudiced or which might cause the other Party to suffer any loss or damage. The Supplier acknowledges and accepts that it is a material term of (10) or (5) Business Days. c. If the Client Agency determines this Agreement that the Contractor has Breached Standards of Performance prescribed in Schedule D or the relevant SOW (if any) be maintained for the entire Duration of this ContractAgreement, then failing which the Client Agency Customer may withhold payment terminate the Agreement with immediate effect. The Customer may on written notice to the Supplier terminate the Agreement for the sake of convenience if provided for in whole or Schedule A, in part accordance with the notice period stipulated in Schedule A (if any). Should the Agreement (and not only an SOW) be terminated, all SOWs will automatically and simultaneously be terminated. Upon termination for any amounts due pending resolution whatsoever reason except breach of the Performance issue, provided that the Client Agency notifies Contractor Agreement or any SOW in writing prior to the date that the payment would have been due. d. For purposes terms of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleadingAgreement, the parties deem the Acts of the Contractor Parties Supplier will only be entitled to be paid for the Acts of Goods delivered and/or the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or bothServices rendered. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. 13.4.1. Either Party may (without limiting any other remedy it may have) at any time terminate this Agreement in its entirety or on a Collaboration Program-by-Collaboration Program or license-by-license basis with immediate effect by giving written notice to the other if the other (or their Affiliates) is in material breach of any material provision of this Agreement and the breach has not been remedied within sixty (60) days after receipt of written notice specifying the breach and requiring its remedy (if such breach is capable of remedy). If one party such breach is not susceptible to cure within such sixty (60) day period, the “Nonbreaching Party shall, within such sixty (60) day period, provided to the non-breaching Party a written plan reasonably acceptable to the non-breaching Party”) determines , that is reasonably calculated to effect a cure. Where the other (the “Breaching Party”) non-breaching Party has failed to comply with accepted any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party shall provide written notice of such failure to the Breaching Party plan in accordance with this Contract. The Nonthe preceding sentence, the non-breaching Party must provide may terminate this Agreement immediately upon written notice to the Breaching breaching Party an opportunity if the breaching Party subsequently fails to remedy carry out such plan. The right of either Party to terminate this Agreement as provided in this Section 13.4 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous default. 13.4.2. Material breach shall include non-payment of sums due and owing from GSK. Material breach shall include failure of Adaptimmune to communicate to GSK its inability to continue to fund any Collaboration Program, including payments to subcontractors, or its insufficient funding to employ the Breach FTEs required by Adaptimmune to Complete any Collaboration Program within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period timescales agreed in the noticerelevant Development Plan that were to be conducted in the next four (4) months in accordance with Section 6.5. 13.4.3. Adaptimmune shall also be entitled to terminate any licence under this Section where after exercise of an Option and grant of such licence, so long as that period is otherwise consistent GSK either (i) *** , or (ii) GSK makes the decision *** . ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy PeriodCommission. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection13.4.4. If the Client Agency fails Parties reasonably and in good faith disagree as to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have whether there has been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breachmaterial breach, or (5) whether Section 13.4.3 applies, the Client Agency makes Party which seeks to dispute that there has been a determination to Terminate this Contractmaterial breach may contest the allegation in accordance with Article 15. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to From the date that any claim of material breach is referred to the payment would have been due. d. For purposes Executive Officers in accordance with Section 15.2 until such time as the dispute regarding such claimed material breach has become finally settled, the time period during which the breaching Party must cure an alleged breach that is the subject matter of the Client Agency determining whether there is a Breach dispute shall be suspended and no termination under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both13.4 shall become effective. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one Each party may terminate the portions of this Agreement relating to the Blood Screening Field or the portions of this Agreement relating to the Clinical Diagnostic Field, as the case may be, upon or after the breach of any material provision of this Agreement, if the breaching party has not cured such breach within ninety (90) days after notice thereof from the “Nonnon-breaching Party”party. (a) determines that If the other (the “Breaching Party”) has failed to comply with any breaching party is not obligated as of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party shall provide written notice of such failure to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period breach in the notice, so long as that period is otherwise consistent connection with the provisions of this Contract. The period set forth in Agreement pertaining to both the notice is known as Blood Screening Field and the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making Clinical Diagnostic Field, then a good faith effort termination pursuant to remedy the BreachSection 11.2.1, but the nature 11.2.2 or 11.2.3 of the Breach is such that it canportions of this Agreement relating to the Blood Screening Products shall not be remedied within affect the Remedy Period. b. portions of this Agreement relating to Clinical Diagnostic Products, and a termination of the portions of this Agreement relating to Clinical Diagnostic Products shall not affect the portions of this Agreement relating to Blood Screening Products. If the Client Agency determines that breaching party is obligated as of the Contractor has committed a Breach, then date of the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP breach in connection with the identified Breach. Contractor shall provide in provisions of this Agreement pertaining to both the CAP a detailed explanation of Blood Screening Field and the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business DaysClinical Diagnostic Field, then the CAP is deemed non-breaching party may terminate this Agreement in its entirety for any material breach if the breaching party has not cured such breach within ninety (90) days after notice. (b) Any dispute with respect to have been approvedthe right of a party to terminate all or a portion of this Agreement pursuant to this Section 11.2.1 shall be subject to resolution pursuant to Article 13. During the pendency of any arbitration proceeding, without more. The Client Agency’s explanation at the request of the non-breaching party, the arbitrator may take such interim steps and make such preliminary orders as the arbitrator deems necessary to preserve the rights of the non-breaching party pending a final arbitration award, including ordering the grant, on a temporary basis, of such licenses or rights as may be necessary to enable the non-breaching party to preserve its economic interest in the Products for the rejection must include suggestions Blood Screening Field and/or the Products for changes to the CAP and Clinical Diagnostic Field, as the Contractor shall address case may be. At the suggestions in conclusion of any such a manner to make it likely arbitration, if the arbitrator determines that the Client Agency respondent materially breached this Agreement and that money damages will approve not adequately compensate the CAP when claimant and that no other remedy is adequate in the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects circumstances considered as a CAPwhole, then the parties will repeat this submittal and review process until arbitrator may order the earliest of one breaching party to grant to the non-breaching party such rights (including a nonexclusive, worldwide license, bearing a reasonable commercial royalty, under intellectual property rights of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within breaching party which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was are the subject of this Agreement) as may be reasonably necessary to enable the Acts which claimant to complete development already in progress of, make, use, offer for sale, sell and/or import Products for use in the Client Agency considers in determining if there was a BreachBlood Screening Field and/or the Clinical Diagnostic Field, as the case may be, for the lesser of (a) five years or an instance of false or misleading statements, or both. e. The written notice of (b) the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Nonthen-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section remaining period of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationAgreement. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party Either Party may (the “Non-breaching Party”but is not required to and without limitation of any other right or remedy such Party may have) determines that terminate this Agreement for material breach by the other Party (the “Breaching Party”) has failed of a material obligation of such other Party under this Agreement as set forth in this Section 10.3. 1. If the non-Breaching Party desires to comply with terminate, it will first deliver a notice to the allegedly Breaching Party specifying the material breach and its claim of right to terminate, and then: (a) for any of such material breach other than one covered by clause (b) below, if the Breaching Party’s corresponding Contract obligations Party has not cured such material breach within [...***...] (a "Breach"or, in case of breach of any payment obligation hereunder by Sanofi, within [...***...]) after notice thereof (such period, the “Notice Period”), or if such material breach cannot be cured within the Notice Period and the Breaching Party commences actions to cure such breach within the Notice Period, in which case the Notice Period will be tolled (provided that the Breaching Party thereafter diligently continues such actions) for an additional [...***...], then the Nonnon-Breaching Party shall provide written may deliver a notice of such failure termination to the Breaching Party effective immediately; and (b) with respect to any alleged breach by Sanofi of its obligations under Section 2.1 or Section 4.3, in accordance which case, Ablynx will first provide written notice thereof to Sanofi and the Parties will meet within [...***...] after delivery of such notice to Sanofi to discuss in good faith such alleged breach and Sanofi’s development plans, as applicable, with respect to the applicable Licensed Product, which discussions will be concluded before Ablynx may issue any such termination notice with respect to such alleged breach; provided that if either Party initiates a dispute resolution procedure under Section 11.2 as permitted under this Contract. The Non-breaching Party must provide Agreement to resolve the dispute for which termination is being sought within [...***...] following the end of the Notice Period and is diligently pursuing such procedure, the Notice Period will be tolled and the termination will become effective only if such breach remains uncured for [...***...] after the final resolution of the dispute through such dispute resolution procedure (or, if the breach cannot be cured within such [...***...] period, if the Breaching Party an opportunity commences actions to remedy cure such breach within such period and thereafter diligently continues such actions). This right of termination under this Section 10.3.1(b) and the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may consequences set forth in this Article X are the sole remedy available to Ablynx hereunder or otherwise with respect to a breach by Sanofi of such obligations under Section 2.1 or Section 4.3, but will not in any remedy way prejudice the rights of Ablynx under Section 11.12 in respect of such breach. During any period that (x) Ablynx is subject to a cure period under this Section 10.3.1 or (y) following delivery by Sanofi of a termination notice but before such termination is in effect, any obligation to pay milestones hereunder will be suspended unless and until, in the noticecase of (x), so long as Ablynx has cured the material breach at issue; provided that period is otherwise consistent such obligation to pay milestones hereunder will be reinstated immediately upon Ablynx curing such breach or upon Sanofi not terminating this Agreement for such breach in accordance with the provisions of this Contract. The period set forth in the notice Section 10.3.1, whichever is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Periodsooner. b. If the Client Agency determines that the Contractor has committed (a) to terminate this Agreement (whether In Full or In Part) due a Breachmaterial breach by Ablynx, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itselfSanofi may, as if the Contractor itself was the subject of the Acts which the Client Agency considers an alternative to termination hereunder, elect to maintain this Agreement in determining if there was a Breacheffect, or an instance of false or misleading statements[...***...]. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, or bothAS AMENDED. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. 19.1 In the event of a BREACH of any warranty, covenant, or other provision of this Agreement, the following notice and cure procedures, if the BREACH is curable, shall apply. 19.2 The NONBREACHING PARTY shall give the BREACHING PARTY notice describing the BREACH and stating the time, as provided below, within which the BREACH must be cured. 19.3 If one party a provision of this Agreement sets forth a cure period for the BREACH in question, then that provision shall take precedence over any cure period set forth in this ARTICLE. 19.4 No cure period is required, except as may be otherwise provided in this Agreement, if: (a) this Agreement sets forth specific deadline dates for the “Non-breaching Party”obligation allegedly breached; or (b) determines this Agreement otherwise states that no cure period is required in connection with the other (termination in question. 19.5 If the “Breaching Party”) has failed BREACH is of an obligation to comply with any pay money, or a nonwillful curable BREACH of an obligation of the Breaching Party’s corresponding Contract obligations (a "Breach")BREACHING PARTY relating to the NONBREACHING PARTY’S intellectual property rights, then the Non-Breaching Party BREACHING PARTY shall provide have FIVE (5) business days to cure the BREACH after written notice of such failure BREACH by the BREACHING PARTY. 19.6 If the BREACH is willful and of an obligation of the BREACHING PARTY relating to the Breaching Party NONBREACHING PARTY’S intellectual property rights, then the NONBREACHING PARTY may, in accordance with its sole discretion, specify in the notice of BREACH that no cure period will be permitted. 19.7 If the BREACH is other than a BREACH of the kind described above in this Contract. The Non-breaching Party must provide ARTICLE, then the Breaching Party an opportunity to remedy the Breach within thirty cure period will be THIRTY (30) calendar days after the effective date of notice of the BREACH from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy PeriodNONBREACHING PARTY. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is 19.8 The BREACHING PARTY will be deemed to have been approved, without more. The Client Agency’s explanation for cured such BREACH if within the rejection must include suggestions for changes cure period it takes steps reasonably adequate to alleviate any damage to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, NONBREACHING PARTY resulting from the Termination or revocationBREACH and to prevent a similar future BREACH. g. None 19.9 If a BREACH has not been cured at the end of its cure period, if any, then this Agreement may be terminated upon expiration of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contractcure period as provided by ARTICLE XX.

Breach. a. If one party Either Party may (the “Non-breaching Party”but is not required to and without limitation of any other right or remedy such Party may have) determines that terminate this Agreement for material breach by the other Party (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party shall provide written notice of such failure to this Agreement if the Breaching Party in accordance has not cured such breach within [***] after notice thereof (such period, the “Notice Period”) specifying the breach and its claim of right to terminate, other than (a) with this Contract. The Non-breaching Party must provide respect to a breach that cannot be cured within the Notice Period and the Breaching Party an opportunity commences actions to remedy cure such breach within the Breach within thirty Notice Period, in which case the Notice Period shall be tolled (30) calendar days from the date of the notice. Howeverprovided, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party thereafter diligently continues such actions); (b) with respect to a material breach by Takeda that is making a limited to one Takeda Target hereunder, in which case, subject to the remainder of this Section 11.3, MTEM shall only have the right to terminate this Agreement with respect to such Takeda Target; or (c) with respect to any alleged breach by Takeda of its diligence obligations set forth in Section 4.3, in which case, MTEM shall first provide written notice thereof to Takeda and the Parties shall meet within [***] after delivery of such notice to Takeda to discuss in good faith effort such alleged breach and Takeda’s Development and Commercialization plans, as applicable, with respect to remedy the Breachapplicable Licensed Product, but which discussions shall be concluded before MTEM may issue any such termination notice with respect to such alleged breach; provided, that if either Party initiates a dispute resolution procedure under Section 12.3 as permitted under this Agreement to resolve the nature dispute for which termination is being sought within [***] following the end of the Breach Notice Period and is diligently pursuing such that it procedure, the Notice Period shall be tolled and the termination shall become effective only if such breach remains uncured for [***] after the final resolution of the dispute through such dispute resolution procedure (or, if the breach cannot be remedied cured within such [***] period, if the Remedy Period. b. If the Client Agency determines Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions). It is understood that the Contractor has committed termination pursuant to this Section 11.3 shall be a Breach, then the Client Agency remedy of last resort and may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide be invoked only in the CAP a detailed explanation of case where the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will breach cannot be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not reasonably remedied by the stated Termination datepayment of money damages. During any cure period under this Section 11.3.1 in response to a notice from Takeda, unless otherwise modified by the Non- breaching Party in writing before such date, no further action any obligation of Takeda to pay milestones under Article VI shall be required of any party to effect suspended unless and until MTEM has cured the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contractmaterial breach at issue. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (the “Non-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party shall provide written notice of such failure to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (Each Party shall have the “Non-breaching Party”) determines that right to terminate this Agreement upon written notice to the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract Party if such other Party materially breaches its obligations (a "Breach")under this Agreement and, then the Non-Breaching Party shall provide after receiving written notice of such failure to from the Breaching Party in accordance with this Contract. The Nonnon-breaching Party must provide the Breaching Party an opportunity identifying such material breach in reasonable detail (herein, “Breach Notice”), fails to remedy the Breach cure such material breach within thirty sixty (3060) calendar days from the date of the notice. Howeversuch Breach Notice (and also, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period subject to BeiGene’s rights in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable SpecificationsSection 14.5), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the allegedly breaching Party reasonably and in good faith disagrees that there has been a material breach (10) Business Days, then the CAP that is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which Breach Notice pursuant to this Section 14.2(b)) then the Client Agency considers Party that disputes that there has been a material breach may contest the allegation by referring such matter, within […***…] following receipt of such Breach Notice, for resolution to […***…], who will meet promptly to discuss the matter and determine, within […***…] following referral of such matter, whether or not a material breach has occurred pursuant to this Section 14.2(b). If […***…] unable to resolve such dispute within such […***…] period after it is referred to them, (i) the matter and alleged breach will be resolved as provided in determining if there was a BreachSection 15; (ii) the sixty (60) day cure period with respect thereto will be tolled through the resolution of such dispute in accordance with the applicable provisions of this Agreement so long as the alleged breaching Party is in good faith participating in the dispute resolution proceedings under Article 15; (iii) this Agreement shall not be terminated and during the pendency of such dispute, or an instance of false or misleading statements, or both. e. The written notice all of the Breach may include an effective Termination date. If terms and conditions of this Agreement will remain in effect and the identified Breach Parties will continue to perform all of their respective obligations hereunder; (iv) if it is not remedied by ultimately determined under the stated Termination date, unless otherwise modified by dispute resolution process that the Non- breaching Party in writing before committed such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination datematerial breach, then the Non-breaching Party will have the right to cure such material breach for a period not to exceed […***…] from the date of such determination, and if such material breach is cured by the breaching Party prior to the end of such period, the Agreement shall provide remain in force (subject to all other terms and conditions), and if not, the Breaching other Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties Agreement on written notice; and (v) if it is ultimately determined under the dispute resolution process that the allegedly breaching Party did not commit such material breach, then the Agreement shall remain in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is force (subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationall other terms and conditions). g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. (a) If one either party (Breaches this Contract in any respect, the “Nonnon-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party party shall provide written notice of such failure the Breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide party and afford the Breaching Party breaching party an opportunity to remedy the Breach cure within thirty ten (3010) calendar days from the date of that the breaching party receives the notice. HoweverIn the case of a Contractor Breach, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy modify the ten (10) day cure period in the notice, so long as that period is otherwise consistent with the provisions notice of this ContractBreach. The right to cure period set forth in shall be extended if the notice is known as the “Remedy Period.” The Nonnon-Breaching Party shall extend the Remedy Period if it breaching party is satisfied that the Breaching Party breaching party is making a good faith effort to remedy the Breachcure, but the nature of the Breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach Notice may include an effective Termination date. If Contract cancellation date if the identified Breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- breaching Party non‑breaching party in writing before such prior to the cancellation date, no further action shall be required of any party to effect the Termination cancellation as of the stated date. If the notice does not set forth an effective Termination Contract cancellation date, then the Nonnon-breaching Party shall provide party may cancel the Breaching Party Contract by giving the breaching party no less than twenty-twenty four (24) hours' ’ prior written notice before terminating Notice after the expiration of the cure period. (b) If the Agency believes that the Contractor has not performed according to the Contract, the Agency may: (1) withhold payment in whole or in part pending resolution of the performance issue, provided that the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; (2) temporarily discontinue all or part of the Services to be provided under the Contract; (3) permanently discontinue part of the Services to be provided under the Contract; (4) assign appropriate State personnel to provide contracted for Services to assure continued performance under the Contract until such time as the contractual Breach has been corrected to the satisfaction of the Agency; (5) require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; (6) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (7) any combination of the above actions. (c) The Contractor shall return all unexpended funds to the Agency no later than thirty (30) days after the Contractor receives a demand from the Agency. (d) In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. f. Notwithstanding (e) The action of the Agency shall be considered final. If at any provisions step in this Contractprocess the Contractor fails to comply with the procedure and, DAS as applicable, the mutually agreed plan of correction, the Agency may terminate this Contract proceed with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given remedies as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination listed under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationsection. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (Subject to Section 14.2(c), each Party shall have the “Non-breaching Party”) determines that right to terminate this Agreement upon written notice to the other (Party if the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract other Party materially breaches its obligations (a "Breach")under this Agreement and, then the Non-Breaching Party shall provide after receiving written notice of such failure to from the Breaching Party in accordance with this Contract. The Nonnon-breaching Party must provide the Breaching Party an opportunity identifying such material breach in reasonable detail, fails to remedy the Breach cure such material breach within thirty (30) calendar days [ * ] from the date of such notice (or within [ * ] from the date of such notice in the event such material breach is solely based upon the breaching Party’s failure to pay any amounts due hereunder); provided that if such material breach is not reasonably subject to cure within the [ * ] period from notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching breaching Party shall extend the Remedy Period have an additional [ * ] to effect such cure if it is satisfied that undertaking Diligent Efforts to cure such breach and shall have provided a written plan reasonably acceptable to the Breaching non-breaching Party is making a good faith effort to remedy cure such breach within such additional period. Notwithstanding anything to the Breachcontrary in this Agreement, but the nature breaching Party shall not have the right to exercise its Opt-Out Option pursuant to Section 7.2 and Facet shall not have [ * ] = 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 Breach Securities Exchange Act of 1934, as amended. the right to terminate the Agreement under Section 14.3 during the period between its receipt of the notice of a material breach and its cure of such material breach or the resolution of any dispute with respect thereto pursuant to Section 14.2(c); provided that if such dispute is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide resolved in the CAP a detailed explanation favor of such alleged breaching Party, such Party shall be entitled to exercise its Opt-Out Option pursuant to Section 7.2 or, in the deficiencies and other factors that contributed to the cited Breachcase of Facet, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies terminate the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each Agreement under Section 14.3 within [ * ] of such resolution if it was deprived of the parties will have (5) Business Days, instead of (10) Business Days, within which ability to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section exercise its Opt-Out Option on account of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or bothsentence. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one (a) In the event that a party materially breaches this Agreement (the "Defaulting Party"), the other party (the “"Non-breaching Defaulting Party”") determines may provide written notice to GENENTECH CONFIDENTIAL the Defaulting Party describing the breach. If the Defaulting Party in good faith disputes such breach and provides the Non-Defaulting Party in writing the grounds for disputing the breach within thirty (30) days after receipt of the notice of material breach from the Non-Defaulting Party, then the Non-Defaulting may not terminate this Agreement under this Section 9.3 and the Parties shall submit the dispute to arbitration in accordance with Section 12.13(b), and as provided in Section 9.3(b), hereinafter such dispute is a "Dispute" as defined in Section 12.13. In the event that the other Defaulting Party does not provide a written notice of Dispute, and fails to cure such breach within ninety (the “Breaching Party”90) has failed to comply with any days (thirty (30) days for a payment breach) of the Breaching Party’s corresponding Contract written notice describing the breach, then the Non Defaulting Party shall have the right to terminate this Agreement by written notice to the Defaulting Party unless such breach is not capable of being cured within such ninety (90) day period. If the Defaulting Party does not provide a written notice of Dispute and if such breach is not capable of being cured within such ninety (90) day period (thirty (30) day period for a payment breach where no Dispute exists), then so long as the Defaulting Party is making diligent efforts to cure such breach within such amount of time as may be reasonably necessary to cure such breach, the Non-Defaulting Party may not terminate this Agreement under this Section 9.3(a) unless such breach is not cured within one-hundred and twenty (120) days of such notice. (b) In the event of a Dispute between the Parties as to whether one Party has materially breached its material obligations, the Parties shall resolve such Dispute in accordance with Section 12.13. With respect to a payment Dispute, the Defaulting Party shall pay to the Non-Defaulting Party all amounts that are due except the amount that is in Dispute. If the decision of the arbitration tribunal (described in Section 12.13) ("Arbitration Panel" or "arbitration tribunal") is that the Defaulting Party is in material breach of its material obligations (a an "BreachADVERSE JUDGMENT"), then the Non-Breaching arbitration tribunal shall specify the manner in which such breach could be cured. If the decision of the arbitration tribunal is an Adverse Judgment, then the Defaulting Party shall provide written notice of such failure to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within have thirty (30) calendar days to cure such breach in accordance with the arbitration tribunal's decision or as otherwise agreed by the Parties. If the Defaulting Party fails to cure such breach within such thirty (30) day period or as otherwise agreed, only then shall the Non-Defaulting Party have the right to terminate this Agreement under this Section 9.3. The time table for such arbitration proceeding for such Dispute shall be no more than one hundred twenty (120) days from its filing date to the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contractaward. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party Parties shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with Arbitration Panel at the identified Breach. Contractor shall provide in the CAP a detailed explanation initiation of the deficiencies and other factors that contributed to arbitration whether the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors disputed amount shall be placed in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP escrow and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one decision of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate Arbitration Panel in this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action respect shall be required of any party binding on the Parties. For clarity, if a Dispute exists regarding payment by one Party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination dateanother, then the Non-breaching Defaulting Party shall provide not have the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may right to terminate this Contract Agreement under this Section 9.3 if the Defaulting Party complies with no Remedy Period for Contractor’s Breach or violation of any the arbitration tribunal's decision. In the event that there is an Adverse Judgment against the Defaulting Party, then prejudgment interest shall be awarded to the Non-Defaulting Party. The Party against which an Adverse Judgment is entered shall pay all costs of the representations or warranties in this Contract and revoke any consent to assignments given as if arbitration including the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions attorneys fees of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationother Party. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. (a) If one either party (Breaches this Contract in any respect, the “Nonnon-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party party shall provide written notice of such failure the Breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide party and afford the Breaching Party breaching party an opportunity to remedy the Breach cure within thirty ten (3010) calendar days from the date of that the breaching party receives the notice. HoweverIn the case of a Contractor Breach, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy modify the ten (10) day cure period in the notice, so long as that period is otherwise consistent with the provisions notice of this ContractBreach. The right to cure period set forth in shall be extended if the notice is known as the “Remedy Period.” The Nonnon-Breaching Party shall extend the Remedy Period if it breaching party is satisfied that the Breaching Party breaching party is making a good faith effort to remedy the Breachcure, but the nature of the Breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach Notice may include an effective Termination date. If Contract cancellation date if the identified Breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- breaching Party non‑breaching party in writing before such prior to the cancellation date, no further action shall be required of any party to effect the Termination cancellation as of the stated date. If the notice does not set forth an effective Termination Contract cancellation date, then the Nonnon-breaching Party shall provide party may cancel the Breaching Party Contract by giving the breaching party no less than twenty-twenty four (24) hours' ’ prior written notice before terminating this ContractNotice after the expiration of the cure period. f. Notwithstanding any provisions in this (b) If the Agency believes that the Contractor has not performed according to the Contract, DAS the Agency may: withhold payment in whole or in part pending resolution of the performance issue, provided that the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; temporarily discontinue all or part of the Services to be provided under the Contract; permanently discontinue part of the Services to be provided under the Contract; assign appropriate State personnel to provide contracted for Services to assure continued performance under the Contract until such time as the contractual Breach has been corrected to the satisfaction of the Agency; require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; take such other actions of any nature whatsoever as may terminate be deemed appropriate for the best interests of the State or the program(s) provided under this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.both; or

Breach. a. (a) If one either party (Breaches this Contract in any respect, the “Nonnon-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party party shall provide written notice of such failure the Breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide party and afford the Breaching Party breaching party an opportunity to remedy the Breach cure within thirty ten (3010) calendar days from the date of that the breaching party receives the notice. HoweverIn the case of a Contractor Breach, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy modify the ten (10) day cure period in the notice, so long as that period is otherwise consistent with the provisions notice of this ContractBreach. The right to cure period set forth in shall be extended if the notice is known as the “Remedy Period.” The Nonnon-Breaching Party shall extend the Remedy Period if it breaching party is satisfied that the Breaching Party breaching party is making a good faith effort to remedy the Breachcure, but the nature of the Breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach Notice may include an effective Termination date. If Contract cancellation date if the identified Breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- non-breaching Party party in writing before such prior to the cancellation date, no further action shall be required of any party to effect the Termination cancellation as of the stated date. If the notice does not set forth an effective Termination Contract cancellation date, then the Nonnon-breaching Party shall provide party may cancel the Breaching Party Contract by giving the breaching party no less than twenty-twenty four (24) hours' ’ prior written notice before terminating Notice after the expiration of the cure period. (b) If the Agency believes that the Contractor has not performed according to the Contract, the Agency may: (i) withhold payment in whole or in part pending resolution of the performance issue, provided that the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; (ii) temporarily discontinue all or part of the Services to be provided under the Contract; (iii) permanently discontinue part of the Services to be provided under the Contract; (iv) assign appropriate State personnel to provide contracted for Services to assure continued performance under the Contract until such time as the contractual Breach has been corrected to the satisfaction of the Agency; (v) require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; (vi) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (vii) any combination of the above actions. (c) The Contractor shall return all unexpended funds to the Agency no later than thirty (30) calendar days after the Contractor receives a demand from the Agency. (d) In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. f. Notwithstanding (e) The action of the Agency shall be considered final. If at any provisions step in this Contractprocess the Contractor fails to comply with the procedure and, DAS as applicable, the mutually agreed plan of correction, the Agency may terminate this Contract proceed with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given remedies as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination listed under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationsection. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party The failure or delay by either Party to perform any term or provision of this Agreement shall constitute a breach of this Agreement. In the event of alleged breach of any term or provision of this Agreement (each, a “Breach”), the Party alleging such Breach (the “Non-breaching Alleging Party”) determines that shall give the other Party (the “Breaching Party”) has failed to comply with any notice thereof specifying the nature of the Breaching Party’s corresponding Contract obligations Breach and the manner in which such Breach may be cured (a "Breach"the “Breach Notice”), then the Non-. The Breaching Party shall provide written notice have thirty (30) days following receipt of such failure to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach Notice to cure such Breach; provided, that if such Breach may not be reasonably cured within thirty (30) calendar days from the date of the notice. However, if Contractor is and within such thirty (30) days the Breaching Party, Party commences to cure such Breach then the Client Agency may set forth any remedy such cure period in the notice, shall be extended for so long as that period is otherwise consistent with the provisions Breaching Party diligently prosecutes such cure to completion, but, subject to Section 9.06, not to exceed one hundred twenty (120) days following receipt of this Contract. The period set forth in the notice is known as Breach Notice (any such period, the “Remedy Cure Period.” The Non-”). During the Cure Period, the Breaching Party shall extend the Remedy Period if it is satisfied that not be in default under this Agreement. The failure of any Party to give notice of any Breach shall not be deemed to be a waiver of such Party’s right to allege any such Breach or other Breach at any other time. If the Breaching Party is making has not cured a good faith effort to remedy the Breach, but the nature of the Breach is such that for which it cannot be remedied has received a Breach Notice within the Remedy Period. b. If Cure Period therefor, the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP Breaching Party shall be in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), default and a specific proposal to remedy or resolve the Breach. Contractor default shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is be deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: occurred (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days“Default”). c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (the “Non-breaching Party”i) determines that the other Upon any material breach of a material obligation of this Agreement by a Party (the “Breaching Party”), the other Party (the “Non-Breaching Party”) has failed may, by providing [**] prior written notice to comply with any of the Breaching Party’s corresponding Contract obligations , terminate this Agreement, which notice shall identify the material breach, the intent to so terminate and the actions or conduct that it considers would be an acceptable cure of such breach. The Breaching Party shall have a period of [**] after such written notice is provided to cure such breach (a "Breach"the “Initial Cure Period”). If the material breach is not cured within such [**], then the Non-Breaching Party shall provide may terminate this Agreement upon [**] written notice of such failure to notice; provided, that if the Breaching Party disputes such material breach as provided in subsection (ii) below, such termination shall be effective only as provided in such subsection (ii). Such termination shall apply solely with respect to a Product(s) if such breach related solely to such Product(s) (but not all then- current Products), and shall otherwise apply to this Agreement in its entirety. (ii) If the Non-Breaching Party gives notice of material breach under this Section 14.2(b) and the Breaching Party disputes whether there is a material breach, then the issue of whether the Non-Breaching Party may properly terminate this Agreement on expiration of such Initial Cure Period shall be resolved in accordance with Section 15, the Parties shall cooperate to allow such determination to be made within [**] after a Party requests such determination (or as promptly thereafter as possible) and this ContractAgreement shall not terminate except as provided in this Section 14.2(b)(ii). The Non-breaching Party must provide If, as a result of such dispute resolution process, it is determined that the Breaching Party an opportunity committed a material breach and the Breaching Party does not cure such breach within [**] after the date of the arbitration award (the “Additional Cure Period”), then such termination shall be effective upon the expiration of the Additional Cure Period. If the Parties dispute whether such breach was so cured, either Party alone may request the same arbitration tribunal to remedy determine whether it was so cured and the Breach Parties shall cooperate to allow such determination to be made within thirty (30) calendar days from the date of the noticeafter a Party requests such determination. However, if Contractor is the Breaching Such dispute resolution proceeding does not suspend either Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching ’s obligations hereunder and each Party shall extend the Remedy Period if use reasonable efforts to mitigate all damages. If, as a result of such dispute resolution proceeding, it is satisfied determined that the Breaching Party is making did not commit a good faith effort to remedy the Breach, but the nature of the Breach is material breach (or that such that it cannot be remedied breach was cured within the Remedy permitted time period or, subject to the right to recover damages as provided in Section 15, the Additional Cure Period. b. If the Client Agency determines that the Contractor has committed a Breach), then the Client Agency may require the Contractor to, no termination shall be effective and Contractor shall, prepare and submit to the Client Agency a CAP this Agreement shall remain in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject effect as it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing was prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written such notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this ContractParty. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. (a) If one either party (Breaches this Contract in any respect, the “Nonnon-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party party shall provide written notice of such failure the Breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide party and afford the Breaching Party breaching party an opportunity to remedy the Breach cure within thirty ten (3010) calendar days from the date of that the breaching party receives the notice. HoweverIn the case of a Contractor Breach, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy modify the ten (10) day cure period in the notice, so long as that period is otherwise consistent with the provisions notice of this ContractBreach. The right to cure period set forth in shall be extended if the notice is known as the “Remedy Period.” The Nonnon-Breaching Party shall extend the Remedy Period if it breaching party is satisfied that the Breaching Party breaching party is making a good faith effort to remedy the Breachcure, but the nature of the Breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach Notice may include an effective Contract Termination date. If date if the identified Breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- non-breaching Party party in writing before such prior to the Termination date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Contract Termination date, then the Nonnon-breaching Party shall provide party may terminate the Breaching Party Contract by giving the breaching party no less than twenty-twenty four KRXUV· SULRU ZUn Lof WtheWcHureQp eri1odR. WLFH DIWHU WKH H[ (24b) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this If the Agency believes that the Contractor has not performed according to the Contract, DAS the Agency may: (1) withhold payment in whole or in part pending resolution of the performance issue, provided that the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; (2) temporarily discontinue all or part of the Services to be provided under the Contract; (3) permanently discontinue part of the Services to be provided under the Contract; (4) assign appropriate State personnel to provide contracted for Services to assure continued performance under the Contract until such time as the contractual Breach has been corrected to the satisfaction of the Agency; (5) require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; (6) take such other actions of any nature whatsoever as may terminate be deemed appropriate for the best interests of the State or the program(s) provided under this Contract with no Remedy Period for Contractor’s Breach or violation of both; or (7) any combination of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationabove actions. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. 24.1 If one a party (breaches any provision of this agreement and remains in breach for 14 days after written notice to that party requiring that party to rectify that breach, the “Nonaggrieved party shall be entitled, at its option: 24.1.1 to ▇▇▇ for immediate specific performance of any of the defaulting party's obligations under this agreement, whether or not such obligation is then due and to require the defaulting party to provide security to the satisfaction of the aggrieved party for the defaulting party's obligations; or 24.1.2 to cancel this agreement, in which case written notice of the cancellation shall be given to the defaulting party, and the cancellation shall take effect on the giving of the notice. Neither party shall be entitled to cancel this agreement unless the breach is a breach of a term which goes to the root of this agreement, and the remedy of specific performance or damages would not adequately prevent the aggrieved party from being materially prejudiced. 24.2 If the breach is a breach of warranty as at a particular date, notice to remedy such breach shall be given and the breach shall be deemed to have been remedied if: 24.2.1 the defaulting party is able, within the period of the notice, to prevent the aggrieved party from being prejudiced or to make good any prejudice suffered, and does so; or 24.2.2 the defaulting party is able, but not within the period of the notice, to prevent the aggrieved party from being prejudiced or to make good any prejudice suffered within the period of the notice, and undertakes to do so and furnishes such security in support of the undertaking as the aggrieved party may require. 24.3 If the defaulting party is the purchaser or FSAH, and the breach is the non-breaching Party”) determines that payment of any instalment of the other (the “Breaching Party”) has failed purchase price or a failure to comply with any of clause 7.3, and if the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party shall provide written purchaser fails to remedy such breach after having been given notice of such failure to the Breaching Party do so in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAPclause, the Client Agency must either approve seller shall be entitled to cancel this agreement and if the CAP, or reject it by delivering to Contractor a written explanation for seller does so the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed seller shall be entitled to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within intellectual property which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts intellectual property agreement assigned to the seller for no consideration. The seller shall, in the event of cancellation, deliver to FSAH, for no consideration, the FSAH "B" shares forming part of the purchase price together with blank signed transfer forms and shall be entitled to a penalty as follows:- 24.3.1 FSAH shall forfeit to the seller all of the issued shares of the purchaser and shall deliver to the seller the share certificates in respect of such shares, together with blank signed transfer forms and letters of resignation of the directors of the purchaser; and 24.3.2 the seller shall retain all cash paid by the purchaser on account of the purchase price. Alternatively, and at the election of the seller, the seller may claim damages. 24.4 The aggrieved party's remedies in terms of this clause are without prejudice to any other remedies to which the Client Agency considers aggrieved party may be entitled in determining if there was a Breach, or an instance of false or misleading statements, or bothlaw. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (the “Non-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "“Breach"”), then the “Non-Breaching Party shall provide written notice of such failure to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP Corrective Action Plan (“CAP”) in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and and, a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) 10 Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) 10 Business Days of receiving the CAP, the Client Agency must either approve the CAP, or or, reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) 10 Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.or

Breach. a. If one party (the “Non-breaching Party”a) determines that the other (the “Breaching Party”) has failed Subject to Section 12.3(b), failure by either Party to comply with any of the Breaching Party’s corresponding Contract material obligations (a "Breach"), then contained in this Agreement shall entitle the Non-Breaching other Party shall provide written notice of such failure to give to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the default notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but specifying the nature of the Breach default and requiring it to cure such default. If such default is not cured within 30 days after the receipt of such that it notice (or, if such default reasonably cannot be remedied cured within such 30-day period, if the Party in default does not commence and diligently continue actions to cure such default), the notifying Party shall be entitled, without prejudice to any of its other rights conferred on it by this Agreement and in addition to any other remedies available to it at law or in equity, to terminate this Agreement by giving further written notice, to take effect immediately upon delivery thereof. The right of either Party to terminate this Agreement, as provided in this Section 12.3(a), shall not be affected in any way by its waiver or failure to take action with respect to any previous default. (b) Notwithstanding Section 12.3(a), RPR shall not have the right to terminate this Agreement with respect to: (i) Any failure of IRORI to satisfy a Development Milestone or any failure of a System to conform to the System Specifications until IRORI has been given an opportunity to rectify such failure, as specifically provided in Section 2.2, 2.3 or 2.5, as the case may be, and has failed to rectify it within the Remedy Period.period as specifically provided in Section 2.2, 2.3 or 2.5, as the case may be -- but thereafter this Section 12.3(b)(i) shall not prevent termination under Section 12.3(a) or other remedies under Section 12.3(c); b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit (ii) Any failure of an Enhancement to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references conform to the applicable Enhancement Specifications), and a specific proposal ; (iii) Any alleged failure of NanoKans supplied hereunder to remedy or resolve the Breach. Contractor shall submit the CAP conform to the Client Agency within NanoKan Specifications; (10iv) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within Any Inability to Supply; (10v) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any Any breach of the representations and warranties of IRORI set forth in Section 8.2(e) arising after RPR's acceptance of a System unless IRORI has been given an opportunity to rectify such breach, as specifically provided in Section 8.3, and has failed to rectify it within the period as specifically provided in Section 8.3 -- but thereafter this Section 12.3(b)(v) shall not prevent termination under Section 12.3(a) or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination other remedies under this Breach section is subject to the provisions Section 12.3(c); or (vi) Any breach of the Termination representations and warranties of IRORI set forth in Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility 8.2(e) with respect to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationEnhancement. g. None (c) Section 12.3(b) shall not limit any remedy available to RPR at law or in equity, other than termination, for the occurrence (if not cured during the relevant cure periods) of the State’s rights under this Breach matters described in Section diminishes the State’s rights under the Termination Section of this Contract12.3(b).

Breach. a. If one party (of the “Non-breaching Party”) determines Parties is in breach of its obligations pursuant to this Agreement, the other Party may give written notice requesting that the other (the “Breaching Party”) has failed to comply with any matter is remedied within 30 days of the Breaching Party’s corresponding Contract said notice being issued. If the breach has not been remedied within this deadline, the other party may terminate the Agreement with immediate effect. If one of the Parties is in material breach of its obligations (pursuant to this Agreement, the other Party may terminate the Agreement with immediate effect. Material breach includes: a "Breach")party suspends its payments, then initiates debt settlement negotiations, is declared bankrupt, is put under administration or initiates scheme of arrangement negotiations, or an incident occurs that is equivalent to such circumstances; a party loses or returns its licence, or is discontinued; a party is in material breach of legislation, statutory obligations or relevant industry standards; a party or its representatives acts in a way that, in the Non-Breaching Party shall provide written notice view of such failure the other party, significantly undermines the confidence and esteem necessary for the proper exercising of the right to represent the other party; or an inappropriate trading pattern is discovered that has not been rectified within a deadline notified in writing in advance. The Agreement with related rights and obligations will apply up to the Breaching Party expiry of the notice period. The Parties shall develop a joint plan for the period following the termination of the Agreement that will ensure that the interests of the Customers are safeguarded, and that Customers continue to be served on a satisfactory basis during this period. The joint plan must include notification to Customers, processing of orders in Investment funds during the notice period, etc. If the Distributor loses or returns its licence, preparation of the joint termination plan must commence immediately after The Financial Supervisory Authority of Norway has notified the revocation, irrespective of whether the FSA’s decision is appealed to the Ministry of Finance. If the Distributor in its preparation for the period after termination of the Agreement, in the view of the Manufacturer, does not make reasonable measures to safeguard the interests of its Customers, the Manufacturer may require the Distributor to disclose to the Manufacturer the record of Customers registered on the Distributor's nominee account in the unit-holder register of the Investment fund. This is to enable the Manufacturer to contact the Distributor's Customers directly. The disclosure of the record of Customers may not be required, however, before the decision to withdraw the Distributor's licence is final. The Manufacturer's costs associated with dealing with the Customers of the Distributor – including the necessary postage costs – will be paid by the Distributor. The Manufacturer will continue to report to the Distributor in accordance with this Contractapplicable legislation, for as long as the Distributor is listed as nominee in the Manufacturer's unit-holder register on behalf of its Customers. In the same way, the Distributor will continue to fulfil its obligations in accordance with current legislation concerning nominee registration in an Investment fund. The Non-breaching Party must provide Distributor will be obliged to ensure that the Breaching Party an opportunity to remedy Distributor is no longer presented as the Breach within thirty (30) calendar days from the date intermediary of the noticeInvestment funds. However, if Contractor is This includes: removing any reference to the Breaching Party, then Manufacturer and/or the Client Agency may set forth Investment funds from its website and from any remedy period in marketing and information material; and informing Customers requiring information about the notice, so long Investment funds that the Distributor no longer acts as that period is otherwise consistent with intermediary for the provisions funds. It will not be considered breach of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period Agreement if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature one of the Breach Parties is such prevented from fulfilling its obligations due to circumstances that it cannot under applicable law can be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit deemed to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejectionbe force majeure. If the Client Agency fails cooperation is prevented by such circumstances for more than three months, a Party will nonetheless be entitled to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract Agreement with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationtwo weeks’ written notice. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. a) If one either party (breaches the “NonAgreement in any respect, the non-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party party shall provide written notice of such failure the breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide party by overnight or certified mail, return receipt requested, to the Breaching Party most current address the breaching party has furnished for the purposes of correspondence and afford the breaching party an opportunity to remedy the Breach cure within thirty (30) calendar days from the date of that the breaching party receives the notice. HoweverIn the case of a Contractor breach, if Contractor is the Breaching Party, then the Client Agency Department may set forth any remedy period in the noticegreater or less than thirty (30) days, so long as that such time period is otherwise consistent with the provisions of this Contract. The Agreement (for the purposes of this paragraph, the time period set forth in by the notice is known non-breaching party shall be referred to as the “Remedy Period.” right to cure period”). The Nonright to cure period shall be extended if the non-Breaching Party shall extend the Remedy Period if it breaching party is satisfied that the Breaching Party breaching party is making a good faith effort to remedy the Breachcure, but the nature of the Breach breach is such that it cannot be remedied cured within the Remedy Periodright to cure period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10b) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach breach may include an effective Termination date. If the identified Breach breach is not remedied cured by the stated Termination date, unless otherwise modified by the Non- non-breaching Party party in writing before prior to such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-non- breaching Party party shall be required to provide the Breaching Party breaching party no less than twenty-twenty four (24) hours' prior hours written notice before prior to terminating this Contractthe Agreement, such notice to be provided in accordance with Section 29(c). f. c) If the State determines the Contractor has not performed in accordance with the Agreement, the State may withhold payment in whole or in part pending resolution of the Performance issue, provided that the State notifies the Contractor in writing prior to the date that the payment would have been due. d) Notwithstanding any provisions in this ContractAgreement, DAS the State may terminate this Contract Agreement with no Remedy Period right to cure period for Contractor’s Breach breach or violation of any of the representations or warranties provisions in this Contract the section concerning Representations and Warranties and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to the Contractor or Contractor Parties or any third party. . e) Termination under this Breach section is subject to the provisions of the Termination Section of section in this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationAgreement. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (a) Each Party shall have the “Nonright to terminate this Agreement in full in the event that the other Party materially breaches a material term of this Agreement, and such breach is not cured by the date that is [*] after written notice thereof is provided to the breaching Party by the non-breaching Party”, such notice describing the alleged material breach in sufficient detail to put the breaching Party on notice. The foregoing [*] cure period shall be shortened to [*] for breaches that consist of a failure to pay undisputed amounts as and when due hereunder; provided that, if the applicable breach is not reasonably capable of cure within such [*] period, but is capable of cure within [*] from such notice, the breaching Party may submit, within [*] of such notice, a reasonable cure plan to remedy such breach as soon as possible and in any event prior to the end of such [*] period, and, upon such submission, the [*] cure period shall be automatically extended for so long as the breaching Party continues to use diligent efforts to cure such breach in accordance with the cure plan (but in no event, for longer than [*]. Any termination of this Agreement under this Section 11.2.1 shall become effective at the end of the applicable cure period, unless the breaching Party has cured such breach prior to the expiration of such cure period. (b) determines that If a Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other (Party pursuant to Section 11.2.1(a), and the “Breaching Party”) has failed breaching Party provides notice to comply with any the other Party of such dispute within the applicable cure period, the breaching Party may require the CEO Delegates to meet and confer in good faith to resolve such breach condition. The CEO Delegates of the Breaching Party’s corresponding Contract obligations (Parties shall, as soon as reasonably practicable, after a "Breach"), then the Non-Breaching Party shall provide written notice of such failure dispute, meet and confer in good faith regarding such dispute at such time and place as mutually agreed upon by the Parties. If the CEO Delegates are unable to resolve such dispute within [*] from the Breaching date on which such delegates initially considered such issue, then either Party may elect to initiate formal dispute resolution proceedings in accordance with this ContractSection 12.5. The Non-breaching Party must provide It is understood and acknowledged that during the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date pendency of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAPdispute, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days[*]. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (the “Non-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the “Non-Breaching Party shall provide written notice of such failure to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP Corrective Action Plan (“CAP”) in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- Non-breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS the Agency may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. (1) If one either party (Breaches this Contract in any respect, the “Nonnon-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party party shall provide written notice of such failure the Breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide party and afford the Breaching Party breaching party an opportunity to remedy the Breach cure within thirty ten (3010) calendar days from the date of that the breaching party receives the notice. HoweverIn the case of a Contractor Breach, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy modify the ten (10) day cure period in the notice, so long as that period is otherwise consistent with the provisions notice of this ContractBreach. The right to cure period set forth in shall be extended if the notice is known as the “Remedy Period.” The Nonnon-Breaching Party shall extend the Remedy Period if it breaching party is satisfied that the Breaching Party breaching party is making a good faith effort to remedy the Breachcure, but the nature of the Breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach Notice may include an effective Termination date. If Contract cancellation date if the identified Breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- non-breaching Party party in writing before such prior to the cancellation date, no further action shall be required of any party to effect affect the Termination cancellation as of the stated date. If the notice does not set forth an effective Termination Contract cancellation date, then the Nonnon-breaching Party shall provide party may cancel the Breaching Party Contract by giving the breaching party no less than twenty-twenty four (24) hours' ’ prior written notice before terminating Notice after the expiration of the cure period. (2) If the Agency believes that the Contractor has not performed according to the Contract, the Agency may: i. withhold payment in whole or in part pending resolution of the performance issue, provided that the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; ii. temporarily discontinue all or part of the Services to be provided under the Contract; iii. permanently discontinue part of the Services to be provided under the Contract; iv. assign appropriate State personnel to provide contracted for Services to assure continued performance under the Contract until such time as the contractual Breach has been corrected to the satisfaction of the Agency; v. require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; vi. take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or vii. any combination of the above actions. (3) The Contractor shall return all unexpended funds to the Agency no later than thirty (30) days after the Contractor receives a demand from the Agency. (4) In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. f. Notwithstanding (5) The action of the Agency shall be considered final. If at any provisions step in this Contractprocess the Contractor fails to comply with the procedure and, DAS as applicable, the mutually agreed plan of correction, the Agency may terminate this Contract proceed with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given remedies as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination listed under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationsection. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. In the event of actual or anticipated breach, either party is required to notify the other party in writing of the breach, the reason for breach and the date when the breach is expected to be remedied. A party can terminate the Framework Agreement or an order with immediate effect in writing, if the other party is in a material breach thereof. If one a party (significantly or repeatedly breached its obligations under the “Framework Agreement or an order, where such breach isolated does not constitute a material breach, the other party may terminate the Framework Agreement or the order in writing. The following matters will always be deemed to be material breach entitling the Customer to terminate the Framework Agreement with immediate effect by written notification to the Supplier: Matters falling within the scope of section 185, para. 1, point 2 and 3 of the Danish Public Procurement Act; The Supplier initiates reconstruction negotiations or the financial situation of the Supplier is generally significantly impaired, thereby jeopardising the proper performance of the Framework Agreement; The Supplier enters into bankruptcy, provided the estate does not, based on a written enquiry from the Customer, declare that the estate will affirm the Framework Agreement; The Supplier discontinues the business activities to which the Framework Agreement relates, or other circumstances occur, thereby jeopardising the performance of the Framework Agreement; Non-breaching Party”) determines that compliance with provisions on quality, see clause 7; Non-compliance with the other (duty of confidentiality, see clause 16; Non-compliance with the “Breaching Party”) has failed provision on collaboration, see clause 11; Non-compliance with the provision on personal data, see clause 15. The above items are not exhaustive. Furthermore, the general rules of Danish law on breach apply, including the general rules on delayed delivery and non-delivery. If, as a result of delay, the Customer cancels an order in whole or in part, the Customer is entitled to make substitute purchases for the Supplier’s account. Any additional costs in relation to substitute purchases may be offset against any claim from the Supplier. The Supplier’s services will always be deemed to be defective if the service does not comply with this Framework Agreement and its annexes, or if the service is not what the Customer could reasonably expect. At the Customer’s request, the Supplier must as soon as possible remedy any defects of which notice has been given. If remedial action is not possible, or if the Supplier has made repeated unsuccessful attempts to remedy a defect, the Customer may instead claim a proportionate reduction of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party shall provide written notice of such failure payment to the Breaching Party in accordance with this ContractSupplier. The Non-breaching Party must provide proportionate reduction will be fixed taking into consideration the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but scope and the nature of the defect but will not exceed the payment for the supply. Breach is such that it cannot be remedied within due to the Remedy Period. b. Supplier being affected by the EU’s sanctions against Russia If the Client Agency determines Supplier and/or any of its subcontractors will become subject to the prohibition in Article 5k of Council Regulation 2022/576 (EU), which amends the Council Regulation No. 833/2014 (EU) concerning restrictive measures in view of Russia’s actions destabilizing the situation in Ukraine, this will be deemed as breach entitling the Customer to terminate the contract with immediate effect. The Supplier is required to notify the Customer about any matters, which will or potentially can lead to the Supplier or any of its subcontractors being subject to the prohibition in Article 5k. Force majeure Neither party will be deemed liable to the other party under this Framework Agreement if the liability arises out of matters beyond the party’s control and which the party ought not have considered when signing this Framework Agreement, or avoided or overcome after the signing of this Framework Agreement. The party wishing to claim force majeure must submit written notification thereof without undue delay; however, no later than five working days after the force majeure event occurred. If a force majeure situation persists for more than 40 working days, or if the force majeure situation is of a nature or duration rendering the final performance of the Framework Agreement impossible, the other party may terminate this Framework Agreement without notice. Neither party may raise any claim against the other party in that respect. Liability in damages and insurance The parties are liable in damages in accordance with the Contractor has committed a Breachgeneral rules of Danish law. However, then the Client Agency may require the Contractor toparties are not entitled to claim damages for business interruption, loss of profit or other indirect loss, and Contractor shallthe total liability in damages of each party under this Framework Agreement will not exceed a maximum amount corresponding to two times the fee payable for the specific order, prepare and submit including the fee for any exercised options. These limitations of liability in damages do not apply to grossly negligent or wilful acts or omissions giving rise to liability. Throughout the Client Agency a CAP term of the Framework Agreement, the Supplier must maintain third-party liability insurance covering damage, injury or loss caused by employees in connection with the identified Breachdeliverables as well as insurance covering faulty advice if the Framework Agreement comprises advisory services. Contractor shall provide in the CAP a detailed explanation The scope of cover of the deficiencies Supplier’s insurances must be commensurate in scope with the Framework Agreement and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breachindustry standards. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAPFurthermore, the Client Agency Supplier must either approve have taken out any other compulsory insurance, including industrial injuries insurance covering the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Daysemployees. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (the “Non-breaching Party”) determines that the other (the “Breaching Party”) has failed A. Other than termination for lack of funding under section 20, either party’s failure to comply with any of term or condition is a breach. B. If a breach arises, the Breaching Party’s corresponding Contract obligations (non-breaching party may send the breaching party a "Breach")written notice, then identifying in reasonable detail the Non-Breaching Party shall provide written notice of such failure to breach and the Breaching Party in accordance with this Contractrequested remedy. The Nonbreaching party shall cure the breach as soon as reasonably possible but no longer than 30 days, except if an emergency condition exists requiring a cure to be immediately started and completed within 24 hours if reasonably possible given the circumstances. C. If it is not reasonably possible to cure an emergency or non-emergency condition within 24 hours or 30 days, respectively, the breaching party shall so notify the non-breaching Party must party within 24-hours or 10 days, respectively. The notice shall explain why the cure is not reasonably possible with due diligence to complete and provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the earliest date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied reasonably possible that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot work can be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejectioncompleted. If the Client Agency fails non-breaching party is not satisfied with the breaching party’s explanation, the non-breaching party may pursue its remedies under this lease and law. It is not a justifiable ground for delay that Lessor does not have available funding to accept accomplish the cure or reject that a preferred contractor has limited availability if other contractors can satisfactorily perform the CAP within work sooner at reasonable cost. D. If the (10) Business Daysbreaching party does not cure the breach, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for nonbreaching party may cure all or part of the rejection must include suggestions for changes default after providing notice to the CAP and breaching party of its intent to perform such cure, and, if applicable, recover the Contractor shall address costs incurred in curing the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approvaldefault. 1. If the Client Agency rejects a CAPnonbreaching party is Lessee, then the parties will repeat this submittal Lessee may deduct all costs incurred from rent or other charges owed to Lessor. Lessee’s costs incurred to cure include, but are not limited to, all reasonable out-of-pocket expenses, payment of unpaid utility or services charges for which Lessor is responsible, and review process until the earliest of one all administrative costs Lessee reasonably incurs and documents in performing or arranging for performance of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Dayscure. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date2. If the identified Breach nonbreaching party is not remedied by Lessor, Lessor will submit properly executed vouchers and proof of payment to Lessee and ▇▇▇▇▇▇ shall remit payment to Lessor within 30 days or as soon as is practicable. 3. The nonbreaching party is under no obligation to cure some or all the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as default of the stated datebreaching party. If To the notice extent that the nonbreaching party does not set forth an effective Termination datecure the default, then the Non-nonbreaching party may pursue its legal and lease remedies against the breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contractparty. f. Notwithstanding any provisions 4. The nonbreaching party’s failure to cure the breaching party’s default does not waive the nonbreaching party’s rights to relief. The parties acknowledge they have a duty to reasonably mitigate damages, and nothing in this Contract, DAS may terminate this Contract with no Remedy Period for Contractorlease removes or lessens either party’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent obligation to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationmitigate damages. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (Subject to Section 3.03, in the “Non-breaching Party”) determines event that the other (the “Breaching Party”) has failed to comply with Corporation breaches any of the Breaching Party’s corresponding Contract its material obligations under this Agreement, whether as a result of failure to make any payment when due (a "Breach"as described below), then the Non-Breaching Party shall provide written notice of such failure to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date honor any other material obligation required hereunder or by operation of law as a result of the notice. However, if Contractor is rejection of this Agreement in a case commenced under the Breaching PartyBankruptcy Code or otherwise, then all obligations hereunder shall be accelerated and the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party Corporation shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit pay to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: Existing Stockholders (1) the Client Agency accepts a CAPEarly Termination Payment, (2) any Tax Benefit Payment agreed to by the Client Agency waives its right to receive a CAP, Corporation and the Existing Stockholders as due and payable but unpaid as of the Early Termination Date and (3) Contractor remedies any Tax Benefit Payment due for the BreachTaxable Year ending prior to, with or including the date of a breach. Notwithstanding the foregoing in the event that the Corporation breaches this Agreement, the Existing Stockholders shall be entitled to elect to receive the amounts set forth in (1), (42) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) above or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution to seek specific performance of the Performance issueterms hereof. In the event of a breach of a material obligation under this Agreement, the Early Termination Payment shall be calculated utilizing the Valuation Assumptions. The parties agree that, subject to Section 5.02, the failure to make any payment pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due, provided that in the Client Agency notifies Contractor in writing prior to event that payment is not made within three months of the date that the such payment would have been is due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem Existing Stockholders (through the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action Existing Stockholders Representative) shall be required of any party to effect give written notice to the Termination Corporation that the Corporation has breached its material obligations and so long as such payment is made within five Business Days of the stated date. If delivery of such notice to the notice does not set forth an effective Termination dateCorporation, then the Non-breaching Party Corporation shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions longer be deemed to be in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation material breach of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination its obligations under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationAgreement. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. (a) If one either party (Breaches this Contract in any respect, the “Nonnon-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party party shall provide written notice of such failure the Breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide party and afford the Breaching Party breaching party an opportunity to remedy the Breach cure within thirty ten (3010) calendar days Days from the date of that the breaching party receives the notice. HoweverIn the case of a Contractor Breach, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy modify the ten (10) day cure period in the notice, so long as that period is otherwise consistent with the provisions notice of this ContractBreach. The right to cure period set forth in shall be extended if the notice is known as the “Remedy Period.” The Nonnon-Breaching Party shall extend the Remedy Period if it breaching party is satisfied that the Breaching Party breaching party is making a good faith effort to remedy the Breachcure, but the nature of the Breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach Notice may include an effective Termination date. If Contract cancellation date if the identified Breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- breaching Party non‑breaching party in writing before such prior to the cancellation date, no further action shall be required of any party to effect the Termination cancellation as of the stated date. If the notice does not set forth an effective Termination Contract cancellation date, then the Nonnon-breaching Party shall provide party may cancel the Breaching Party Contract by giving the breaching party no less than twenty-twenty four (24) hours' ’ prior written notice before terminating Notice after the expiration of the cure period. (b) If the Agency believes that the Contractor has not performed according to the Contract, the Agency may: (1) withhold payment in whole or in part pending resolution of the performance issue, provided that the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; (2) temporarily discontinue all or part of the Services to be provided under the Contract; (3) permanently discontinue part of the Services to be provided under the Contract; (4) assign appropriate State personnel to provide contracted for Services to assure continued performance under the Contract until such time as the contractual Breach has been corrected to the satisfaction of the Agency; (5) require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; (6) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (7) any combination of the above actions. (c) The Contractor shall return all unexpended funds to the Agency no later than thirty (30) calendar days after the Contractor receives a demand from the Agency. (d) In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. f. Notwithstanding (e) The action of the Agency shall be considered final. If at any provisions step in this Contractprocess the Contractor fails to comply with the procedure and, DAS as applicable, the mutually agreed plan of correction, the Agency may terminate this Contract proceed with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given remedies as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination listed under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationsection. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (the “Non-breaching Party”) determines that the other (the “Breaching Party”) has failed A. Other than termination for lack of funding under section 20, either party’s failure to comply with any of term or condition is a breach. B. If a breach arises, the Breaching Party’s corresponding Contract obligations (non-breaching party may send the breaching party a "Breach")written notice, then identifying in reasonable detail the Non-Breaching Party shall provide written notice of such failure to breach and the Breaching Party in accordance with this Contractrequested remedy. The Nonbreaching party shall cure the breach as soon as reasonably possible but no longer than 30 days, except if an emergency condition exists requiring a cure to be immediately started and completed within 24 hours if reasonably possible given the circumstances. C. If it is not reasonably possible to cure an emergency or non-emergency condition within 24-hours or 30 days, respectively, the breaching party shall so notify the non-breaching Party must party within 24-hours or 10 days, respectively. The notice shall explain why the cure is not reasonably possible with due diligence to complete and provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the earliest date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied reasonably possible that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot work can be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejectioncompleted. If the Client Agency fails non-breaching party is not satisfied with the breaching party’s explanation, the non-breaching party may pursue its remedies under this lease and law. It is not a justifiable ground for delay that Lessor does not have available funding to accept accomplish the cure or reject that a preferred contractor has limited availability if other contractors can satisfactorily perform the CAP within work sooner at reasonable cost. D. If the (10) Business Daysbreaching party does not cure the breach, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for nonbreaching party may cure all or part of the rejection must include suggestions for changes default after providing notice to the CAP and breaching party of its intent to perform such cure, and, if applicable, recover the Contractor shall address costs incurred in curing the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approvaldefault. If the Client Agency rejects a CAPnonbreaching party is Lessee, then the parties will repeat this submittal Lessee may deduct all costs incurred from rent or other charges owed to Lessor. Lessee’s costs incurred to cure include, but are not limited to, all reasonable out-of-pocket expenses, payment of unpaid utility or services charges for which Lessor is responsible, and review process until the earliest of one all administrative costs Lessee reasonably incurs and documents in performing or arranging for performance of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination datecure. If the identified Breach nonbreaching party is not remedied by Lessor, Lessor will submit properly executed vouchers and proof of payment to Lessee and ▇▇▇▇▇▇ shall remit payment to Lessor within 30 days or as soon as is practicable. The nonbreaching party is under no obligation to cure some or all the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as default of the stated datebreaching party. If To the notice extent that the nonbreaching party does not set forth an effective Termination datecure the default, then the Non-nonbreaching party may pursue its legal and lease remedies against the breaching Party shall provide party. The nonbreaching party’s failure to cure the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions breaching party’s default does not waive the nonbreaching party’s rights to relief. The parties acknowledge they have a duty to reasonably mitigate damages, and nothing in this Contract, DAS may terminate this Contract with no Remedy Period for Contractorlease removes or lessens either party’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent obligation to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationmitigate damages. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (the “Non-breaching Party”i) determines that the other Upon any material breach of a material obligation of this Agreement by a Party (the “Breaching Party”), the other Party (the “Non-Breaching Party”) has failed may, by providing 60 days’ prior written notice to comply with any of the Breaching Party’s corresponding Contract obligations , terminate this Agreement, which notice shall identify the material breach, the intent to so terminate and the actions or conduct that it considers would be an acceptable cure of such breach. The Breaching Party shall have a period of 60 days after such written notice is provided to cure such breach (a "Breach"the “Initial Cure Period”). If the material breach is not cured within such 60 days, then the Non-Breaching Party shall provide may terminate this Agreement upon 20 days written notice of such failure to notice; provided, that if the Breaching Party disputes such material breach as provided in subsection (ii) below, such termination shall be effective only as provided in such subsection (ii). Such termination shall apply solely with respect to the Product if such breach related solely to the Product, and shall otherwise apply to this Agreement in its entirety. (ii) If the Non-Breaching Party gives notice of material breach under this Section 14.2(b) and the Breaching Party disputes whether there is a material breach, then the issue of whether the Non-Breaching Party may properly terminate this Agreement on expiration of such Initial Cure Period shall be resolved in accordance with Article 15, the Parties shall cooperate to allow such determination to be made within 75 days after a Party requests such determination (or as promptly thereafter as possible) and the Agreement shall not terminate except as provided in this ContractSection 14.2(b)(ii). The Non-breaching Party must provide If, as a result of such dispute resolution process, it is determined that the Breaching Party an opportunity to remedy committed a material breach and the Breach Breaching Party does not cure such breach within thirty (30) calendar 60 days from after the date of the notice. However, if Contractor is arbitration award (the Breaching Party“Additional Cure Period”), then such termination shall be effective upon the Client Agency expiration of the Additional Cure Period. If the Parties dispute whether such breach was so cured, either Party alone may set forth any remedy period in request the notice, same arbitration tribunal to determine whether it was so long as that period is otherwise consistent with cured and the provisions of this ContractParties shall cooperate to allow such determination to be made within 30 days after a Party requests such determination. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Such dispute resolution proceeding does not suspend either Party’s obligations hereunder and each Party shall extend the Remedy Period if use reasonable efforts to mitigate all damages. If, as a result of such dispute resolution proceeding, it is satisfied determined that the Breaching Party is making did not commit a good faith effort to remedy the Breach, but the nature of the Breach is material breach (or that such that it cannot be remedied breach was cured within the Remedy permitted time period or, subject to the right to recover damages as provided in Article 15, the Additional Cure Period. b. If the Client Agency determines that the Contractor has committed a Breach), then the Client Agency may require the Contractor to, no termination shall be effective and Contractor shall, prepare and submit to the Client Agency a CAP this Agreement shall remain in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject effect as it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing was prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written such notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this ContractParty. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party Either Party may (the “Non-breaching Party”but is not required to and without limitation of any other right or remedy such Party may have) determines that terminate this Agreement for material breach by the other Party (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party shall provide written notice of such failure to this Agreement if the Breaching Party in accordance has not cured such breach within [***] after notice thereof (such period, the “Notice Period”) specifying the breach and its claim of right to terminate, other than: (a) with this Contract. The Non-breaching Party must provide respect to a breach that cannot be cured within the Notice Period and the Breaching Party an opportunity commences actions to remedy cure such breach within the Breach within thirty Notice Period, in which case the Notice Period shall be tolled (30) calendar days from the date of the notice. Howeverprovided, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a thereafter diligently continues such actions); or (b) with respect to any alleged breach by Takeda of its diligence obligations set forth in Section 2.1.3 and Section 2.3.3 in which case, MTEM shall first provide written notice thereof to Takeda and the Parties shall meet within [***] after delivery of such notice to Takeda to discuss in good faith effort such alleged breach and Takeda’s Development and Commercialization plans, as applicable, with respect to remedy the Breachapplicable Licensed Product, but which discussions shall be concluded before MTEM may issue any such termination notice with respect to such alleged breach; provided, that if either Party initiates a dispute resolution procedure under Section 12.3 as permitted under this Agreement to resolve the nature dispute for which termination is being sought within [***] following the end of the Breach Notice Period and is diligently pursuing such that it procedure, the Notice Period shall be tolled and the termination shall become effective only if such breach remains uncured for [***] after the final resolution of the dispute through such dispute resolution procedure (or, if the breach cannot be remedied cured within such [***] period, if the Remedy Period. b. If the Client Agency determines Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions). It is understood that the Contractor has committed termination pursuant to this Section 11.3.1 shall be a Breach, then the Client Agency remedy of last resort and may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide be invoked only in the CAP a detailed explanation of case where the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will breach cannot be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not reasonably remedied by the stated Termination datepayment of money damages. During any cure period under this Section 11.3.1 in response to a notice from Takeda, unless otherwise modified by the Non- breaching Party in writing before such date, no further action any obligation of Takeda to pay milestones under Article VI shall be required of any party suspended unless and until MTEM has cured the material breach at issue; provided, however, that within [***] after such cure, Takeda shall pay to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this ContractMTEM all such suspended milestone payments. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. (a) If one party at any time Purchaser or Seller wilfully breaches any provision of this Agreement or any Transaction Document such that Seller (in the case of a breach by Purchaser) or Purchaser (in the case of a breach by Seller) (the “Non-breaching Defaulting Party”) determines that is not willing to proceed with the other sale and purchase of any relevant Aircraft, and (where such breach is capable of remedy) such breach has not been remedied within 10 Business Days of notice from the “Breaching Party”non-defaulting party requiring it to be remedied, the Seller (in the case of a breach by Purchaser) has failed or the Purchaser (in the case of a breach by Seller) shall be entitled by notice in writing to comply with any the defaulting party to terminate this Agreement in its entirety in relation to the Aircraft which remain unsold, whereupon none of the Breaching Party’s corresponding Contract obligations (a "Breach"), then parties to this Agreement shall have any further obligation or liability hereunder save that the Non-Breaching Defaulting Party shall provide written reserves the right to bring an action to claim damages for breach of contract. In addition to such rights, (i) if the relevant notice of such failure termination was served by Purchaser, Seller shall refund the Deposit to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach Purchaser within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to three (3) Business Days each instead from the date of (10) such notice of termination, or (5ii) Business Daysif the relevant notice of termination was served by Seller, Seller shall be entitled to retain the Deposit. In either case, Clause 11.8 shall continue to apply regardless of which party serves the relevant termination notice. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for (b) In addition to any amounts due pending resolution and all remedies of the Performance issueLessor under each Lease Agreement, provided that a Lease Event of Default shall constitute a breach of this Agreement entitling the Client Agency notifies Contractor Seller to any and all of its rights and remedies under applicable law and as set forth in writing clause 4.3(a). (c) If an Aircraft has not delivered under this Agreement prior to the date that Final Delivery Date and such failure is not due to the payment would have been due. d. For purposes of the Client Agency determining whether there is Purchaser’s actions and/or omissions, such failure shall constitute a Breach under this Contract, or whether any statement in the Representations and Warranties Section breach of this Contract is false or misleading, Agreement entitling the parties deem the Acts Purchaser to any and all of the Contractor Parties to be the Acts of the Contractor itself, its rights and remedies under applicable law and as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contractin clause 4.3(a). f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party 11.4.1 The AUTHORITY may at any time by notice in writing terminate this Agreement (the “Non-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with or any part of the Breaching Party’s corresponding Contract obligations (a "Breach")Services pursuant to Clause 11.9) forthwith, then if the Non-Breaching Party CONTRACTOR is in Default of any obligation under this Agreement and: 11.4.1.1 such Default is capable of remedy and the CONTRACTOR shall provide written notice of such failure to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity have failed to remedy the Breach Default within thirty (30) calendar days written notice (or such other reasonable period as may be agreed by the parties) to the CONTRACTOR specifying the Default and requiring its remedy; or 11.4.1.2 such Default is not capable of remedy and: (a) the CONTRACTOR has failed to take action to prevent the breach from recurring (“Preventative Action”), such action to be taken within the date period of thirty (30) days (or such other reasonable period as may be agreed by the parties) of the notice. However, if Contractor is AUTHORITY having served a written notice specifying the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as breach (the “Remedy Preventative Action Period.” The Non”) or the AUTHORITY has agreed that no Preventative Action is required; or (b) notwithstanding the taking or non-Breaching Party shall extend taking of Preventative Action by the Remedy Period if it CONTRACTOR, there is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature further recurrence of the Breach is such that it cannot be remedied breach within the Remedy ninety (90) day period immediately following the end of Preventative Action Period. b. If 11.4.2 The AUTHORITY may at any time by notice in writing terminate any Services to which Service Levels and Service Credits apply forthwith if at any time after the Client Agency determines that Cutover Date: 11.4.2.1 the Contractor has committed a BreachCONTRACTOR fails, then the Client Agency may require the Contractor todue to its Default, and Contractor shall, prepare and submit to the Client Agency a CAP provide such Services in connection accordance with the identified Breach. Contractor Service Level(s) applicable to such Services; and 11.4.2.2 the Service Credits that have been applied by the AUTHORITY with respect to such failure exceed the Service Level Termination Threshold referred to in Paragraph 4 of Schedule 25 with regard to such Services. 11.4.3 For the avoidance of doubt the AUTHORITY shall provide in the CAP not be entitled to terminate any such Services pursuant to Clause 11.4.1 or 11.4.2 as a detailed explanation consequence of the deficiencies any such Default unless and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to until the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have Service Level Termination Threshold has been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Daysexceeded. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency 11.4.4 The AUTHORITY may withhold payment in whole or in part for at any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor time by notice in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether terminate this Agreement if there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied breach by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required CONTRACTOR of any party provision hereof which expressly entitles the AUTHORITY to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationAgreement. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (the “Non-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the “Non-Breaching Party shall provide written notice of such failure to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP Corrective Action Plan (“CAP”) in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and and, a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or or, reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or or, an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (either Party breaches this Contract in any respect, the “Nonnon-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party shall provide written notice of such failure Breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide and afford the Breaching breaching Party an opportunity to remedy cure the Breach within thirty ten (3010) calendar days Work Days from the date of that the breaching Party receives such notice. However, Such right to cure period shall be extended if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Nonnon-Breaching breaching Party shall extend the Remedy Period if it is satisfied that the Breaching breaching Party is making a good faith effort to remedy the Breachcure, but the nature of the Breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If Contract Cancellation date if the identified Breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- non-breaching Party in writing before such prior to the Cancellation date, no further action shall be required of any party Party to effect the Termination Cancellation as of the stated date. If the notice does not set forth an effective Termination Cancellation date, then the Nonnon-breaching Party shall provide may cancel this Contract by giving the Breaching breaching Party no less than twenty-four (24) hours' hours prior written notice before terminating this Contract. f. Notwithstanding any provisions in notice. If UConn Health believes Contractor has breached this Contract, DAS it may terminate this Contract withhold payment in whole or in part pending resolution of the Breach, provided that UConn Health notifies Contractor in writing prior to the date that the payment would have been due to Contractor. Contractor agrees to promptly reimburse UConn Health for costs, losses or expenses associated with no Remedy Period for cover purchases made by UConn Health as the result of Contractor’s Breach or violation of any of Breach. Nothing herein shall be deemed to waive UConn Health’s right to terminate the representations or warranties in this Contract and revoke any consent pursuant to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation10. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (the “Non-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the “Non-Breaching Party shall provide written notice of such failure to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP Corrective Action Plan (“CAP”) in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and and, a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or or, reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or or, an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-twenty four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party 12.1 Each Seller shall be entitled to cancel this Agreement summarily by written notice to that effect given to the Purchaser if the Purchaser fails to pay on the Completion Date the amount of the purchase price payable by it to the Seller in question in terms of clause 4 and remains in default for 7 (seven) days after receiving written notice from that Seller to remedy the “Non-breaching Party”) determines default. 12.2 Should the Purchaser commit any other breach of this Agreement, the Sellers shall not be entitled to cancel it before the Completion Date unless the breach is material and cannot be remedied adequately by the payment of damages and, being such a breach, it is not remedied or is not capable of being remedied by specific performance within a reasonable time after the Purchaser receives written notice to remedy the breach. 12.3 The Purchaser shall be entitled to cancel this Agreement summarily by giving written notice to that effect to the other (Sellers if any of the “Breaching Party”) has failed Sellers fail to comply with any of the Breaching Party’s corresponding Contract their obligations under clause 5 and remain in default for 7 (a "Breach"), then the Non-Breaching Party shall provide seven) Business Days after receiving written notice of such failure to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date default. 12.4 Should any of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth Sellers commit any remedy period in the notice, so long as that period is otherwise consistent with the provisions other breach of this Contract. The period set forth in Agreement, the notice Purchaser shall not be entitled to cancel it before the Completion Date unless the breach is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it material and cannot be remedied within adequately by the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breachpayment of damages and, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in being such a manner to make breach, it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied or is not capable of being remedied by specific performance within a reasonable time after the stated Termination dateSeller in question receives written notice from the Purchaser to remedy the breach. 12.5 Notwithstanding anything to the contrary anywhere else in this Agreement, unless otherwise modified by none of the Non- breaching Party in writing before such date, no further action Parties shall be required of entitled to cancel this Agreement after the Completion Date, for any party breach by any other Party, but shall always be entitled to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contractrecover any damages which it would otherwise be entitled to recover. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one either party (breaches the “NonContract in any respect, the non-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party party shall provide written notice of such failure breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide party and afford the Breaching Party breaching party an opportunity to remedy cure the Breach breach within thirty ten (3010) calendar business days from the date of that the breaching party receives such notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period Any other time provided for in the notice, so long as that written notice shall ▇▇▇▇▇ such ten (10) business days. Such right to cure period is otherwise consistent with shall be extended if the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Nonnon-Breaching Party shall extend the Remedy Period if it breaching party is satisfied that the Breaching Party breaching party is making a good faith effort to remedy the Breach, cure but the nature of the Breach breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Contract Termination date. If date if the identified Breach breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- non-breaching Party party in writing before such prior to the Termination date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Contract Termination date, then the Nonnon-breaching Party shall provide party may Terminate the Breaching Party Contract by giving the breaching party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this after the applicable cure period. If the Comptroller believes that the Contractor has not performed according to the Contract, DAS the Comptroller may terminate this Contract withhold payment in whole or in part and Contractor may cease performance pending resolution of the Performance issue, provided that the DocuSign Envelope ID: A849516C-C59D-4724-9DAE-5D8C9EC2E2D4 Comptroller notifies the Contractor in writing prior to the date that the payment would have been due in accordance with no Remedy Period for Contractor’s Breach Exhibit B. -For breach or violation of any of the representations or warranties provisions in this the section concerning Representations and Warranties, the Comptroller may Cancel the Contract in accordance with its terms and revoke any consent consents to assignments given as if the assignments had never been requested or consented to, without liability to the Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (Subject to Section 3.03, in the “Non-breaching Party”) determines event that the other (the “Breaching Party”) has failed to comply with Corporation breaches any of the Breaching Party’s corresponding Contract its material obligations under this Agreement, whether as a result of failure to make any payment when due (a "Breach"as described below), then the Non-Breaching Party shall provide written notice of such failure to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date honor any other material obligation required hereunder or by operation of law as a result of the notice. However, if Contractor is rejection of this Agreement in a case commenced under the Breaching PartyBankruptcy Code or otherwise, then all obligations hereunder shall be accelerated and the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party Corporation shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit pay to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: Existing Stockholders (1) the Client Agency accepts a CAPEarly Termination Payment, (2) any Tax Benefit Payment agreed to by the Client Agency waives its right to receive a CAP, Corporation and the Existing Stockholders as due and payable but unpaid as of the Early Termination Date and (3) Contractor remedies any Tax Benefit Payment due for the BreachTaxable Year ending prior to, with or including the date of a breach. Notwithstanding the foregoing in the event that the Corporation breaches this Agreement, the Existing Stockholders shall be entitled to elect to receive the amounts set forth in (1), (42) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) above or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution to seek specific performance of the Performance issueterms hereof. In the event of a breach of a material obligation under this Agreement, the Early Termination Payment shall be calculated utilizing the Valuation Assumptions. The parties agree that, subject to Section 5.02, the failure to make any payment pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due, provided that in the Client Agency notifies Contractor in writing prior to event that payment is not made within three months of the date that the such payment would have been is due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem Existing Stockholders (through the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action Existing Stockholders Representative) shall be required of any party to effect give written notice to the Termination Corporation that the Corporation has breached its material obligations and so long as such payment is made within five Business Days of the stated date. If delivery of such notice to the notice does not set forth an effective Termination dateCorporation, then the Non-breaching Party Corporation shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions longer be deemed to be in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation material breach of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination its obligations under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationAgreement. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (the “Non-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "“Breach"”), then the “Non-Breaching Party shall provide written notice of such failure to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP Corrective Action Plan (“CAP”) in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and and, a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) 10 Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) 10 Business Days of receiving the CAP, the Client Agency must either approve the CAP, or or, reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) 10 Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the The Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) 5 Business Days, instead of (10) 10 Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) 3 Business Days each each, instead of (10) 10 or (5) 5 Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or or, an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- Non-breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-twenty four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section Section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (the “Non-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching breaching Party shall provide written notice of such failure to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor Vendor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Non- breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but Breach.and the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor Vendor has committed a Breach, then the Client Agency may require the Contractor Vendor to, and Contractor Vendor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor Vendor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, ContractorVendor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor Vendor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor Vendor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor Vendor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor Vendor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor Vendor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor Vendor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor Vendor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Vendor Parties to be the Acts of the Contractor Vendor itself, as if the Contractor Vendor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS the Agency may terminate this Contract with no Remedy Period for ContractorVendor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor Vendor or Contractor Vendor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor Vendor or Contractor Vendor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the StateTown’s rights under this Breach Section diminishes the StateTown’s rights under the Termination Section of this Contract.

Breach. a. If one party Should a Party (“the “Non-breaching Partydefaulting party”) determines that the other (the “Breaching Party”) has failed to comply with commit a breach of any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party shall provide written notice of such failure to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in Agreement, then the notice is known as other Party (“the “Remedy Period.” The Non-Breaching Party shall extend aggrieved party”) will be entitled to require the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort defaulting party to remedy the Breach, but the nature of the Breach is such that it cannot be remedied breach within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the ten (10) Business Days, then or such other reasonable time as agreed to in writing by the CAP is deemed to have been approvedParties, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such of delivery of a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits written notice requiring it to the Client Agency for review and approvaldo so. If the Client Agency rejects a CAPdefaulting party fails to remedy the breach within the period specified in such notice, then the parties aggrieved party will repeat this submittal and review process until be entitled to claim immediate payment and/or performance by the earliest defaulting party of one all of the following: (1) defaulting party’s obligations due in terms of this Agreement, in either event, without prejudice to the Client Agency accepts a CAP, (2) the Client Agency waives its aggrieved party’s right to receive claim damages. The foregoing is without prejudice to such other rights as the aggrieved party may have at Law, provided always that the aggrieved party will not be entitled to cancel this Agreement for any breach by the defaulting party, unless such breach is a CAPmaterial breach going to the root of this Agreement and is incapable of being remedied by payment of money or, (3) Contractor remedies if it is capable of being remedied by payment of money, the Breach, (4) defaulting party fails to pay the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of amount concerned within ten (10) Business Days, within which to review the CAPDays after such amount has been determined. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines It is specifically recorded that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for multiple Service Level Failures affecting any amounts due pending resolution of the Performance issueregional clusters will collectively constitute a material breach. USP will however, provided that the Client Agency notifies Contractor in writing prior its sole and absolute discretion, be entitled to cancel either this entire Agreement based on such material breach, or such part/s of this Agreement relating to the date that particular affected regional cluster/s. Notwithstanding the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section provisions of this Contract is false or misleadingclause, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The USP may immediately terminate this Agreement at any time by giving written notice of such termination to the Breach may include an effective Termination date. If Service Provider if- the identified Breach is not remedied by Service Provider is, other than for the stated Termination datepurposes of amalgamation, unless otherwise modified by placed under voluntary or compulsory liquidation (whether provisional or final) or under business rescue proceedings or under curatorship or under the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation equivalent of any of the representations foregoing; a final and unappeasable judgment against the Service Provider remains unsatisfied for a period of ten (10) Business Days or more after it comes to the notice of the Service Provider; the Service Provider makes any arrangement or composition with its creditors generally or ceases to carry on business; and/or the Service Provider breaches any of the warranties as set out in Clause 15 above. Any termination of this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject Agreement pursuant to the provisions of this Clause 21 will be without USP incurring any liability in connection with such termination, or prejudice to any claim which USP may have in respect of any prior breach of the Termination Section terms and conditions of this Contract. In case of such revocation or Termination, Agreement by the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationService Provider. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. a) If one party (either Party breaches this Contract in any respect, the “Nonnon-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party shall provide written notice of such failure breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide and afford the Breaching breaching Party an opportunity to remedy cure the Breach breach within thirty ten (3010) calendar days Work Days from the date of that the breaching Party receives such notice. However, Such right to cure period shall be extended if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Nonnon-Breaching breaching Party shall extend the Remedy Period if it is satisfied that the Breaching breaching Party is making a good faith effort to remedy the Breachcure, but the nature of the Breach breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If Contract Cancellation date if the identified Breach breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- non-breaching Party in writing before such prior to the Cancellation date, no further action shall be required of any party Party to effect the Termination Cancellation as of the stated date. If the notice does not set forth an effective Termination Cancellation date, then the Nonnon-breaching Party shall provide may cancel this Contract by giving the Breaching breaching Party no less than twenty-four (24) hours' hours prior written notice before terminating this Contractnotice. f. Notwithstanding any provisions in b) If UCHC believes the Contractor has not performed according to the terms of this Contract, DAS it may terminate this Contract with no Remedy Period for Contractor’s Breach withhold payment in whole or violation of any in part pending resolution of the representations or warranties breach, provided that UCHC notifies the Contractor in this Contract writing prior to the date that the payment would have been due in accordance with Section 4, Cost and revoke any consent to assignments given as Schedule of Payments. In addition, if the assignments had never been requested Contractor fails to deliver Goods or consented toperform Services as specified in the Contract, without liability UCHC may purchase such Goods or Services on the open market. The Contractor agrees to Contractor or Contractor Parties or promptly reimburse UCHC for any third partyexcess cost associated with such purchases. Termination under this Breach section is subject to If UCHC does not cancel the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency any open market purchases will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting be deducted from the Termination or revocationContract quantities. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (the “Non-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the “Non-Breaching Party shall provide written notice of such failure to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- Non-breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS the Agency may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. (a) If one either party (breaches the “NonContract in any respect, the non-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party party shall provide written notice of such failure breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide party and afford the Breaching Party breaching party an opportunity to remedy cure the Breach breach within thirty ten (3010) calendar days from the date of that the breaching party receives such notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth Any other time provided for in the notice is known as shall ▇▇▇▇▇ such ten (10) days. Such right to cure period shall be extended if the “Remedy Period.” The Nonnon-Breaching Party shall extend the Remedy Period if it breaching party is satisfied that the Breaching Party breaching party is making a good faith effort to remedy the Breach, cure but the nature of the Breach breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Contract Termination date. If date if the identified Breach breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- non-breaching Party party in writing before such prior to the Termination date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Contract Termination date, then the Non-non- breaching Party shall provide party may Terminate the Breaching Party Contract by giving the breaching party no less than twenty-twenty four (24) hours' prior written notice before terminating this Contractnotice. f. Notwithstanding any provisions in this (b) If DAS believes that the Contractor has not performed according to the Contract, a Purchasing Entity of the State of Connecticut may withhold payment in whole or in part pending resolution of the Performance issue, provided that DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation notifies the Contractor in writing prior to the date that the payment would have been due. (c) With respect to breach of any Purchase Order issued by Purchasing Entities not part of the representations State of Connecticut, such Purchasing Entity shall follow the procedures in paragraph 10(a) above. The Purchasing Entity may withhold payment in whole or warranties in this Contract and revoke any consent to assignments given as if part pending resolution of the assignments had never been requested or consented toPerformance issue, without liability to provided that the Purchasing Entity notifies the Contractor or Contractor Parties or any third party. Termination under this Breach section is subject in writing prior to the provisions of date that the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will payment would have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationbeen due. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. (a) If one either party (Breaches this Contract in any respect, the “Nonnon-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party party shall provide written notice of such failure the Breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide party and afford the Breaching Party breaching party an opportunity to remedy the Breach cure within thirty ten (3010) calendar days Days from the date of that the breaching party receives the notice. HoweverIn the case of a Contractor Breach, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy modify the ten (10) day cure period in the notice, so long as that period is otherwise consistent with the provisions notice of this ContractBreach. The right to cure period set forth in shall be extended if the notice is known as the “Remedy Period.” The Nonnon-Breaching Party shall extend the Remedy Period if it breaching party is satisfied that the Breaching Party breaching party is making a good faith effort to remedy the Breachcure, but the nature of the Breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach Notice may include an effective Contract Termination date. If date if the identified Breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- breaching Party non‑breaching party in writing before such prior to the Termination date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Contract Termination date, then the Nonnon-breaching Party shall provide party may terminate the Breaching Party Contract by giving the breaching party no less than twenty-twenty four (24) hours' ’ prior written notice before terminating Notice after the expiration of the cure period. (b) If the Agency believes that the Contractor has not performed according to the Contract, the Agency may: (1) withhold payment in whole or in part pending resolution of the performance issue, provided that the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; (2) temporarily discontinue all or part of the Services to be provided under the Contract; (3) permanently discontinue part of the Services to be provided under the Contract; (4) assign appropriate State personnel to provide contracted for Services to assure continued performance under the Contract until such time as the contractual Breach has been corrected to the satisfaction of the Agency; (5) require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; (6) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (7) any combination of the above actions. (c) The Contractor shall return all unexpended funds to the Agency no later than thirty (30) calendar days after the Contractor receives a demand from the Agency. (d) In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. f. Notwithstanding (e) The action of the Agency shall be considered final. If at any provisions step in this Contractprocess the Contractor fails to comply with the procedure and, DAS as applicable, the mutually agreed plan of correction, the Agency may terminate this Contract proceed with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given remedies as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination listed under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationsection. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party Either Party (the “Non-breaching Breaching Party”) determines that may, without prejudice to any other remedies available to it under Applicable Law or in equity, terminate this Agreement and any Commercialization Affiliate may terminate any Commercialization Agreement, in its entirety or with respect to one or more of the Eisai Collaboration Products in one or more of the countries in the Territory, if the other Party or its Commercialization Affiliate (the “Breaching Party”) shall have materially breached (1) a representation or warranty made by such Party under this Agreement or (2) in the performance of its obligations under this Agreement or any Commercialization Agreement, and in the case of clause (2) such breach shall have continued for ninety (90) days (or, in the case of a payment breach, thirty (30) days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged breach. Subject to Section 13.2(b), any such termination of this Agreement under this Section 13.2(a) shall become effective at the end of such ninety (90) day (or thirty (30) day, as applicable) cure period, unless: (i) the Breaching Party has failed cured such breach prior to comply the expiration of such cure period; or (ii) such breach is not susceptible to cure within such cure period even with any the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s corresponding Contract obligations right to termination shall be suspended only if and for so long as (a "Breach"), then A) the Breaching Party has provided to the Non-Breaching Party shall provide a written notice plan that is reasonably calculated to effect a cure of the applicable breach, (B) such failure plan is acceptable to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that as confirmed in writing, and (C) the Breaching Party is making a good faith effort commits to remedy the Breach, but the nature of the Breach is and does carry out such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, plan; provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination datethat, unless otherwise modified mutually agreed by the Non- breaching Party Parties, in writing before no event shall such date, no further action shall be required suspension of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-Breaching Party’s right to terminate extend beyond sixty (60) days after the original cure period. The Parties acknowledge and agree that, without limiting any other assertion by a Party of a material breach of any representation, warranty or performance under this Agreement or any Commercialization Agreement, any breach of Section 14.3 shall constitute a material breach for purposes of Section 13.2(a); provided, however, that, for the avoidance of doubt, with respect to any such breach of Section 14.3, the breaching Party shall provide be afforded the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding opportunity to cure any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given such breach as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination provided under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation14.2(b)(i). g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. In the event of actual or anticipated breach, either party is required to notify the other party in writing of the breach, the reason for breach and the date when the breach is expected to be remedied. If one a party (has to a significant degree or repeatedly breached its obligations under the “Framework Agreement or an order, but is not as such in material breach hereof, the other party may terminate the Framework Agreement or the order in writing without notice. The following matters will always be deemed to be material breach entitling the Customer to terminate the Framework Agreement with immediate effect by written notice to the Supplier: Matters falling within the scope of section 185(2)(ii) of the Danish Public Procurement Act; The Supplier initiates reconstruction negotiations or the financial situation of the Supplier is generally significantly impaired, thereby jeopardising the proper performance of the Framework Agreement; The Supplier enters into bankruptcy, provided the estate does not, based on a written enquiry from the Customer, declare that the estate will affirm the Framework Agreement; The Supplier discontinues the business activities to which the Framework Agreement relates, or other circumstances occur, thereby jeopardising the performance of the Framework Agreement; Non-breaching Party”) determines that compliance with provisions on quality, see clause 7; Non-compliance with the other (duty of confidentiality, see clause 15; Non-compliance with the “Breaching Party”) has failed provision on collaboration, see clause 11; Non-compliance with the provision on personal data, see clause 14. The above items are not exhaustive. Furthermore, the general rules of Danish law on breach apply, including the general rules on delayed delivery and non-delivery. If, as a result of delay, the Customer cancels an order in whole or in part, the Customer is entitled to make substitute purchases for the Supplier’s account. Any additional costs in relation to substitute purchases may be offset against any claim from the Supplier. The Supplier’s services will always be deemed to be defective if the service does not comply with this Framework Agreement and its annexes, or if the service is not what the Customer could reasonably expect. At the Customer’s request, the Supplier must as soon as possible remedy any defects of which notice has been given. If remedial action is not possible, or if the Supplier has made repeated unsuccesful attempts to remedy a defect, the Customer may instead claim a proportionate reduction of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party shall provide written notice of such failure payment to the Breaching Party in accordance with this ContractSupplier. The Non-breaching Party must provide proportionate reduction will be fixed taking into consideration the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but scope and the nature of the Breach defect but will not exceed the payment for the supply. Force majeure Neither party will be deemed to be liable to the other party under this Framework Agreement if the liability arises out of matters beyond the party’s control and which the party ought not have considered when signing this Framework Agreement or avoided or overcome after the signing of this Framework Agreement. The party wishing to claim force majeure must submit written notification thereof without undue delay; however, no later than five working days after the force majeure event occurred. If a force majeure situation persists for more than 40 working days, or if the force majeure situation is such of a nature or duration rendering the final performance of the Framework Agreement impossible, the other party may terminate this Framework Agreement without notice. Neither party may raise any claim against the other party in that it canrespect. Liability in damages and insurance The parties are liable in damages in accordance with the general rules of Danish law. However, the parties are not be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breachentitled to claim damages for business interruption, then the Client Agency may require the Contractor toloss of profit or other indirect loss, and Contractor shallthe total liability in damages of each party under this Framework Agreement will not exceed a maximum amount corresponding to two times the fee payable for the specific order, prepare and submit including the fee for any unexercised options. These limitations of liability in damages do not apply to grossly negligent or wilful acts or omissions giving rise to liability. Throughout the Client Agency a CAP term of the Framework Agreement, the Supplier must maintain third-party liability insurance covering damage, injury or loss caused by employees in connection with the identified Breachdeliverables as well as insurance covering faulty advice if the Framework Agreement comprises advisory services. Contractor shall provide in the CAP a detailed explanation The scope of cover of the deficiencies Supplier’s insurances must be commensurate in scope with the Framework Agreement and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breachindustry standards. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAPFurthermore, the Client Agency Supplier must either approve have taken out any other compulsory insurance, including industrial injuries insurance covering the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Daysemployees. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party Either Party to this Agreement may terminate this Agreement in the event the other Party shall have materially breached or defaulted in the performance of any of its material obligations hereunder, and such default shall have continued for ninety (90) days after written notice thereof was provided to the “Nonbreaching Party by the non-breaching Party”; provided, however, that, where the Party alleged to be in breach or default disputes in good faith within such ninety (90) determines day period that the other (claimed breach or default exists and such claimed breach or default is not solely for failure to make any undisputed payment due hereunder, the “Breaching Party”) has failed Parties shall submit the dispute to comply a single arbitrator appointed in accordance with any the rules of the Breaching Party’s corresponding Contract obligations American Arbitration Association then in effect for a determination, taking into consideration the totality of the circumstances, of whether such ninety (a "Breach"), then 90) day cure period should be tolled until it is finally determined in accordance with Section 12.2 below that this Agreement was materially breached. The Parties shall instruct such arbitrator to make such determination within ninety (90) days after such arbitrator is appointed. Such ninety (90) day cure period shall be tolled during the Non-Breaching period commencing from such time as the Party shall provide written notice of such alleged to be in breach disputes the failure to the Breaching Party pay or material breach in accordance with this ContractSection 11.2.1 until such time as the arbitrator makes his or her determination under this Section 11.2.1. The NonIf the arbitrator determines that such cure period shall be tolled pending final resolution of the dispute, the non-breaching 1. It is understood that the finding of the arbitrator under this Section 11.2.1 shall not be binding on either Party as to the question of whether a material breach of the Agreement occurred, and shall apply only to determine whether or not the cure period should be tolled as provided in this Section 11.2.1. In any case, the final determination of whether a material breach has occurred shall be determined only pursuant to Section 12.2. Notwithstanding the foregoing, in the event of a non-monetary breach or default, if the breach or default by its nature, is curable, but is not reasonably capable of being cured within the ninety (90) day cure period, then such cure period shall be extended if the breaching Party must provide provides a written plan for curing such breach to the Breaching notifying Party an opportunity to remedy the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party and is making a good faith effort efforts to remedy cure such breach or default in accordance with such written plan, the Breachnotifying Party may not terminate this Agreement, but provided, however, that the nature notifying Party may terminate this Agreement if such breach or default is not cured within one hundred eighty (180) days of the Breach is such that it cannot be remedied within start of the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach90-day cure period, then the Client Agency may require the Contractor toas described above. Furthermore, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP event a detailed explanation material breach by Oncothyreon is with respect to Oncothyreon’s failure to use of the deficiencies Commercially Reasonable Efforts in commercializing one or more given Products in one or more country(ies), Array’s termination rights under this Section 11.2.1 shall be limited to such Product(s) and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specificationscountry(ies), and a specific proposal shall not affect other Products or countries with respect to remedy or resolve the Breachwhich Oncothyreon is not in default. Contractor The right of either Party to terminate this Agreement as herein above provided shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAPnot be affected in any way by its waiver of, or reject it by delivering failure to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further take action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented respect to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationprevious default. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (the “Non-breaching Party”a) determines that the other (the “Breaching Party”) has failed Failure by either Party to comply with any of the Breaching Party’s corresponding Contract material obligations (a "Breach"), then the Non-Breaching Party shall provide written notice of such failure Party contained in this Agreement shall entitle the other Party to give notice to the Breaching defaulting Party specifying the nature of the default and requiring it to cure such default. If such default is not cured within sixty (60) days after the receipt of such notice (or, if such default cannot be cured within such sixty (60) day period, if the defaulting Party does not commence and diligently continue actions to cure such default in accordance with this Contract. The Non-breaching Party must provide the Breaching Party such sixty (60)-day period, and complete such cure within an opportunity to remedy the Breach within additional thirty (30) calendar days from days), the date other Party shall be entitled, without prejudice to any of its other rights or remedies 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 entirely on notice to the notice. However, if Contractor is the Breaching other Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contracteffective immediately. The period set forth in the notice is known right to terminate this Agreement, as the “Remedy Period.” The Non-Breaching Party herein provided, shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within affected in any way by the Remedy Periodother Party's waiver or failure to take action with respect to any previous default. b. If (b) In the Client Agency determines event that either (i) Genentech fails to make timely payments to Alteon when required under this Agreement or the Contractor has committed a BreachStock Purchase Agreement, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit or (ii) Genentech fails materially to the Client Agency a CAP use all commercially reasonable efforts in connection with the identified Breachdevelopment and commercialization of Licensed Products, either of which failures shall be deemed a breach of a material obligation of Genentech hereunder, and Alteon elects pursuant to Section 10.4(a) to terminate this Agreement, then Genentech shall promptly transfer to Alteon, at Genentech's expense, copies of all Development Data in Genentech's possession or control with respect to all Licensed Products or Compounds. Contractor After the effective date of such termination, Genentech shall provide have no further obligations to Alteon with respect to the development and commercialization of Licensed Products or Compounds, the underlying rights to the Licensed Patents and the Licensed Know-How as such rights pertain to such Licensed Products and Compounds shall be the sole property of Alteon, and all of Genentech's rights thereto under this Agreement shall terminate, including the underlying rights to the Licensed Patents and the Licensed Know-How as such rights pertain to such Licensed Products or Compounds, as provided in Section 4.1. Genentech, at Genentech's expense, shall execute all documents and make any filings necessary to assign all rights with respect to any such Licensed Products and Compounds, and the CAP underlying rights to the Licensed Patents and the Licensed Know-How as such rights pertain thereto, to Alteon. (c) In the event that Alteon fails materially to use all commercially reasonable efforts in connection with the development and commercialization of Licensed Products, which failure shall be deemed a detailed explanation breach of a material obligation of Alteon hereunder, and Genentech elects under Section 10.4(a) to terminate this Agreement, then: (i) Alteon shall reimburse Genentech for any amounts paid or reimbursed by Genentech hereunder or under the Stock Purchase Agreement that were in excess of the deficiencies agreed upon Collaborative Budget for Alteon's Development Costs, including any accrued and other factors that contributed non-cancelable expenditures incurred in accordance with the agreed- upon Collaborative Budget; (ii) Genentech's further funding obligations to Alteon shall terminate as provided in Section 3.11(c); and (iii) Alteon shall promptly transfer to Genentech, at Alteon's expense, copies of all Development Data in Alteon's possession or control with respect to Licensed Products or Compounds. After the effective date of such termination, Genentech shall have no further obligations to Alteon under this Agreement with respect to the cited Breachdevelopment and commercialization of Licensed Products except as set forth herein. Such termination shall not terminate any rights of Genentech under this Agreement, Contractor’s assessment or diagnosis of Breach (identifying and Genentech shall continue to have an exclusive license to develop, make, have made, use and sell Licensed Products, including the deficiencies and factors in reasonable detail, with references underlying rights to the Licensed Patents and the Licensed Know-How as such rights pertain to such Licensed Products or Compounds, as provided in Section 4.1. Such license rights shall be subject to the royalty obligations in Section 5, except that with respect to Net Sales that occur following such termination, the applicable Specificationsroyalty rates set forth in Section 5 shall be reduced by fifty percent (50%), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner Genentech's obligation to make it likely milestone payments under Section 5.1 shall terminate with respect to any and all milestones that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have not been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination achieved as of the stated dateeffective date of such termination. If Alteon, at Alteon's expense, shall execute all documents and make any filings necessary to perfect such license rights with respect to any such Licensed Products and Compounds, and the notice does not set forth an effective Termination dateunderlying rights to the Licensed Patents and the Licensed Know-How as such rights pertain thereto, then in Genentech. In addition, Alteon (on its own or using approved Third Party Manufacturer(s)) shall remain responsible for any manufacture and supply obligations hereunder and/or under the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24Manufacturing and Supply Agreement until Alteon has fully transferred and enabled Genentech and/or its designated Sublicensee(s) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contractor Third Party(ies) to undertake such manufacture and supply of Licensed Products, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any including by transfer of the representations or warranties most current version of all regulatory filings, Licensed Knowhow (including materials and expertise) necessary to undertake such manufacture and supply, and by making its personnel and resources available. Alteon shall bear its own costs and expenses in this Contract connection with any such transfers and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationenablement. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (either Party Breaches this Contract in any respect, the “Nonnon-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party shall provide written notice of such failure Breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide and afford the Breaching breaching Party an opportunity to remedy cure the Breach within thirty ten (3010) calendar days Business Days from the date of that the breaching Party receives such notice. However, Such right to cure period shall be extended if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Nonnon-Breaching breaching Party shall extend the Remedy Period if it is satisfied that the Breaching breaching Party is making a good faith effort to remedy the Breachcure, but the nature of the Breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If Contract Cancellation date if the identified Breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- non-breaching Party in writing before such prior to the Cancellation date, no further action shall be required of any party Party to effect the Termination Cancellation as of the stated date. If the notice does not set forth an effective Termination Cancellation date, then the Nonnon-breaching Party shall provide may cancel this Contract by giving the Breaching breaching Party no less than twenty-four (24) hours' hours prior written notice before terminating this Contract. f. Notwithstanding any provisions in notice. If UConn Health believes Contractor has Breached this Contract, DAS it may terminate this Contract withhold payment in whole or in part pending resolution of the Breach, provided that UConn Health notifies Contractor in writing prior to the date that the payment would have been due to Contractor. Contractor agrees to promptly reimburse UConn Health for costs, losses or expenses associated with no Remedy Period for cover purchases made by UConn Health as the result of Contractor’s Breach or violation of any of Breach. Nothing herein shall be deemed to waive UConn Health’s right to terminate the representations or warranties in this Contract and revoke any consent pursuant to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation8. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. (a) If one party (the “Non-breaching Party”) determines a Party alleges that the other Party (the “Breaching Party”) has failed to comply with perform any of its material covenants, obligations or agreements provided for in this Agreement, including, without limitation, its financial obligations or its obligations concerning the Breaching Party’s corresponding Contract obligations (a "Breach")Transfer of Interests, then the Non-Breaching Party it shall provide written notice of such alleged failure to the Breaching Party in accordance with this ContractParty. The Non-breaching Party must provide Subject to the proviso set forth below, the Breaching Party an opportunity shall have […***…] following such written notice (a “Cure Period”) to remedy such failure if such Breach is curable and if the non-Breaching Party will not be materially prejudiced thereby, and if it fails to remedy such failure within such Cure Period, the Breaching Party shall be in breach of this Agreement (“Breach”); provided that (i) no notice shall be required and no cure period to remedy a Breach within thirty (30) calendar days from shall apply to failure to make the date first installment of the noticeInitial Contribution by Bayer or the Initial Contribution by CRISPR or the failure of CRISPR to execute and deliver the CRISPR IP Contribution Agreement. However, there shall be a notice requirement and a […***…] to remedy failure of Bayer to make the second installment of the Initial Contribution and the Additional Contribution when due. (b) Upon Breach by one Party, the non-Breaching Party shall have the right to seek all remedies available hereunder (including the termination rights set forth in Section 16.1 if Contractor is such Breach would trigger any such right), in law or in equity; provided, however, that nothing contained in this Section shall limit the non-Breaching Party, then the Client Agency may set forth ’s ability to enjoin any remedy period in the notice, so long as that period is otherwise consistent with Breach of the provisions of this Contract. The Agreement regarding Transfer of Interests and no […***…] remedy period shall apply in such instance. (c) In addition to any other remedies set forth in this Agreement, the notice is known as remedies for any Breach shall include damages and injunctive relief, including specific performance. Unless provided for herein, the “Remedy Period.” The Non-Breaching rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights or remedies that either Party shall extend may otherwise have at law or in equity. [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort Securities and Exchange Commission pursuant to remedy the Breach, but the nature Rule 406 of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation Securities Act of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself1933, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or bothamended. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. (a) If one either party (Breaches this Contract in any respect, the “Nonnon-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party party shall provide written notice of such failure the Breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide party and afford the Breaching Party breaching party an opportunity to remedy the Breach cure within thirty ten (3010) calendar days Days from the date of that the breaching party receives the notice. HoweverIn the case of a Contractor Breach, if Contractor is OHA may modify the Breaching Party, then the Client Agency may set forth any remedy ten (10) day cure period in the notice, so long as that period is otherwise consistent with the provisions notice of this ContractBreach. The right to cure period set forth in shall be extended if the notice is known as the “Remedy Period.” The Nonnon-Breaching Party shall extend the Remedy Period if it breaching party is satisfied that the Breaching Party breaching party is making a good faith effort to remedy the Breachcure, but the nature of the Breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach Notice may include an effective Termination date. If Contract cancellation date if the identified Breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- non-breaching Party party in writing before such prior to the cancellation date, no further action shall be required of any party to effect the Termination cancellation as of the stated date. If the notice does not set forth an effective Termination Contract cancellation date, then the Nonnon-breaching Party shall provide party may cancel the Breaching Party Contract by giving the breaching party no less than twenty-twenty four (24) hours' ’ prior written notice before terminating Notice after the expiration of the cure period. (b) If OHA believes that the Contractor has not performed according to the Contract, OHA may: (1) temporarily discontinue all or part of the Services to be provided under the Contract; (2) permanently discontinue part of the Services to be provided under the Contract; (3) assign appropriate State personnel to provide contracted for Services to assure continued performance under the Contract until such time as the contractual Breach has been corrected to the satisfaction of OHA; (4) require that contract funding be used to enter into a subcontract with a person or persons designated by OHA in order to bring the program into contractual compliance; (5) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (6) any combination of the above actions. (c) The Contractor shall return all unexpended funds to OHA no later than thirty (30) calendar days after the Contractor receives a demand from OHA. (d) In addition to the rights and remedies granted to OHA by this Contract, OHA shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. f. Notwithstanding (e) The action of OHA shall be considered final. If at any provisions step in this Contractprocess the Contractor fails to comply with the procedure and, DAS as applicable, the mutually agreed plan of correction, OHA may terminate this Contract proceed with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given remedies as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination listed under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationsection. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. (1) The Contractor shall comply with requests for documentation deemed to be appropriate by the Agency in considering whether to consent to such assignment. (2) The Agency shall notify the Contractor of its decision no later than forty-five (45) days from the date the Agency receives all requested documentation. (3) The Agency may void any assignment made without the Agency's consent and deem such assignment to be in violation of this Section and to be in Breach of the Contract. Any cancellation of this Contract by the Agency for a Breach shall be without prejudice to the Agency's or the State's rights or possible claims against the Contractor. (a) If one either party (Breaches this Contract in any respect, the “Nonnon-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party party shall provide written notice of such failure the Breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide party and afford the Breaching Party breaching party an opportunity to remedy the Breach cure within thirty ten (3010) calendar days from the date of that the breaching party receives the notice. HoweverIn the case of a Contractor Breach, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy modify the ten (10) day cure period in the notice, so long as that period is otherwise consistent with the provisions notice of this ContractBreach. The right to cure period set forth in shall be extended if the notice is known as the “Remedy Period.” The Nonnon-Breaching Party shall extend the Remedy Period if it breaching party is satisfied that the Breaching Party breaching party is making a good faith effort to remedy the Breachcure, but the nature of the Breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach Notice may include an effective Termination date. If Contract cancellation date if the identified Breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- non-breaching Party party in writing before such prior to the cancellation date, no further action shall be required of any party to effect the Termination cancellation as of the stated date. If the notice does not set forth an effective Termination Contract cancellation date, then the Nonnon-breaching Party shall provide party may cancel the Breaching Party Contract by giving the breaching party no less than twenty-twenty four (24) hours' prior written notice before terminating Notice after the expiration of the cure period. (b) If the Agency believes that the Contractor has not performed according to the Contract, the Agency may: (1) withhold payment in whole or in part pending resolution of the performance issue, provided that the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; (2) temporarily discontinue all or part of the Services to be provided under the Contract; (3) permanently discontinue part of the Services to be provided under the Contract; (4) assign appropriate State personnel to provide contracted for Services to assure continued performance under the Contract until such time as the contractual Breach has been corrected to the satisfaction of the Agency; (5) require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; (6) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (7) any combination of the above actions. (c) The Contractor shall return all unexpended funds to the Agency no later than thirty (30) days after the Contractor receives a demand from the Agency. (d) In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. f. Notwithstanding (e) The action of the Agency shall be considered final. If at any provisions step in this Contractprocess the Contractor fails to comply with the procedure and, DAS as applicable, the mutually agreed plan of correction, the Agency may terminate this Contract proceed with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given remedies as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination listed under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationsection. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (a) Except where termination of the “Non-breaching Party”Agreement due to Dealer’s breach is allowed immediately pursuant to Section 27.4, and except as stated in Sections 27.3(b) determines and (c), in the event that either Dealer or Case fails to fulfill any of their responsibilities under this Agreement, the other party may terminate this Agreement by providing ninety (the “Breaching Party”90) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party shall provide days’ written notice listing the reasons for termination. (b) If Dealer breaches Section 7.2, Case may, in its sole discretion, terminate the Agreement or remove authorized Dealer Locations from the Agreement upon ninety (90) days’ advance written notice to Dealer. However, during this ninety (90)-day period, Dealer may cure its breach of Section 7.2 by providing Case, within sixty (60) days of Case’s notice to Dealer, a written plan to return to compliance with Section 7.2 within twelve (12) months from the date of Case’s notice. Thereafter, if Dealer fails to perform such failure to submitted plan, Case may terminate the Breaching Party in accordance Agreement with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from days’ written notice. (c) If Dealer is in breach of Section 9.1(a) Case may terminate Dealer for such default only after providing Dealer with written notice and a twelve (12)-month period within which Dealer may cure such default to Case’s sole satisfaction. (d) A breach by Dealer of any other written agreements between Dealer and Case or its Affiliates, shall also be considered a breach under this Agreement permitting termination of this Agreement. Termination for such breach shall be pursuant to Section 27.3(a) unless the date breach is of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period type of conduct enumerated in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specificationssubsections 27.4(f), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAPh), (2) the Client Agency waives its right to receive a CAPj), (3) Contractor remedies the Breachk), (4) the Client Agency waives the Breachl), or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10n) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contracto), then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS case Case may terminate this Contract with no Remedy Period Agreement immediately. US 5360r5 (e) As an additional or alternative remedy for Contractor’s Breach or violation of any breach by Dealer of the representations Agreement, Case, in its sole discretion and after providing Dealer with an opportunity to cure said breach as provided in Sections 27.3(a), (b) or warranties in this Contract and revoke any consent (c), may amend Schedule D to assignments given as if remove authorization for the assignments had never been requested or consented toDealer Location at which such breach occurred. In such event, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject Dealer shall cease all activities related to the provisions display, stocking, sales and service of Products at such Dealer Location, including the Termination Section use of this Contract. In case of Licensed Trademarks, and Case will repurchase new Parts and Signs located only at such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationDealer Location as provided in Sections 29.1(b) and (c). g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If THE COMPANY unreasonably fails to fulfill one party or more of its material obligations under this Agreement (the “Non-breaching PartyDefault”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party CONSULTANT shall provide give THE COMPANY written notice of such failure Default (“THE COMPANY Notice”). THE COMPANY shall then have thirty (30) days after its receipt of the THE COMPANY Notice to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach cure said Default, provided, however, that if such Default cannot be cured within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, and so long as that THE COMPANY is diligently pursuing the cure of such Default in a reasonable manner and with diligence, THE COMPANY shall have a reasonable additional period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, time within which to review the CAPcure such Default. Each subsequent revision and review will be for up If CONSULTANT unreasonably fails to (3) Business Days each instead fulfill one or more of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach its material obligations under this ContractAgreement (“Default”), or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The THE COMPANY shall give CONSULTANT written notice of such Default (“CONSULTANT Notice”). CONSULTANT shall then have thirty (30) days after its receipt of the Breach CONSULTANT Notice to cure said Default, provided, however, that if such Default can not be cured within thirty (30) days and so long as CONSULTANT is diligently pursuing the cure of such default in a reasonable manner and with diligence, CONSULTANT shall have a reasonable additional period of time within which to cure such Default. Confidentiality: CONSULTANT and the Company each agree to provide reasonable security measures to keep information of the other party confidential where release may include an effective Termination datebe detrimental to such party’s business interests (“Confidential Information”). If All non-public information provided to CONSULTANT by the identified Breach Company shall be deemed confidential, unless the Company provides written confirmation that such information is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach confidential or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never has been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject disseminated to the provisions of public. CONSULTANT and the Termination Section Company shall each require their employees, agents, affiliates, subcontractors, other licensees, and others who will have access to Confidential Information through CONSULTANT and the Company, as the case may be, to enter into appropriate non-disclosure agreements requiring the confidentiality contemplated by this Agreement. Both CONSULTANT and the Company agree that they will not, either during the term of this Contract. In case of such revocation Agreement or Terminationat any time thereafter, the Client Agency will have no liability disclose, use or responsibility to Contractor make known for its or Contractor Parties another’s benefit, any Confidential Information acquired or any third party, or any of them, resulting from the Termination or revocationused by it hereunder. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the “Noncompany if publicly disclosed. (a) Each Party shall have the right to terminate this Agreement in full in the event that the other Party materially breaches a material term of this Agreement, and such breach is not cured by the date that is [*] after written notice thereof is provided to the breaching Party by the non-breaching Party”, such notice describing the alleged material breach in sufficient detail to put the breaching Party on notice. The foregoing [*] cure period shall be shortened to [*] for breaches that consist of a failure to pay undisputed amounts as and when due hereunder; provided that, if the applicable breach is not reasonably capable of cure within such [*] period, but is capable of cure within [*] from such notice, the breaching Party may submit, within [*] of such notice, a reasonable cure plan to remedy such breach as soon as possible and in any event prior to the end of such [*] period, and, upon such submission, the [*] cure period shall be automatically extended for so long as the breaching Party continues to use diligent efforts to cure such breach in accordance with the cure plan (but in no event, for longer than [*]. Any termination of this Agreement under this Section 11.2.1 shall become effective at the end of the applicable cure period, unless the breaching Party has cured such breach prior to the expiration of such cure period. (b) determines that If a Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other (Party pursuant to Section 11.2.1(a), and the “Breaching Party”) has failed breaching Party provides notice to comply with any the other Party of such dispute within the applicable cure period, the breaching Party may require the CEO Delegates to meet and confer in good faith to resolve such breach condition. The CEO Delegates of the Breaching Party’s corresponding Contract obligations (Parties shall, as soon as reasonably practicable, after a "Breach"), then the Non-Breaching Party shall provide written notice of such failure dispute, meet and confer in good faith regarding such dispute at such time and place as mutually agreed upon by the Parties. If the CEO Delegates are unable to resolve such dispute within [*] from the Breaching date on which such delegates initially considered such issue, then either Party may elect to initiate formal dispute resolution proceedings in accordance with this ContractSection 12.5. The Non-breaching Party must provide It is understood and acknowledged that during the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date pendency of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAPdispute, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days[*]. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one either party (breaches the “NonContract in any respect, the non-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party party shall provide written notice of such failure breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide party and afford the Breaching Party breaching party an opportunity to remedy cure the Breach breach within thirty ten (3010) calendar days from the date of that the breaching party receives such notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period or such other time as provided in the notice, so long as that the Invitation to Bid or these Terms and Conditions, whichever is latest. Such right to cure period is otherwise consistent with shall be extended if the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Nonnon-Breaching Party shall extend the Remedy Period if it breaching party is satisfied that the Breaching Party breaching party is making a good faith effort to remedy the Breach, cure but the nature of the Breach breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If Contract cancellation date if the identified Breach breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- non-breaching Party party in writing before such prior to the cancellation date, no further action shall be required of any party to effect the Termination cancellation as of the stated date. If the notice does not set forth an effective Termination Contract cancellation date, then the Nonnon-breaching Party shall provide party may Cancel the Breaching Party Contract by giving the breaching party no less than twenty-twenty four (24) hours' prior written notice. If the State believes that the Contractor has not performed according to the Contract, the State may withhold payment in whole or in part pending resolution of the performance issue, provided that DOIT notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the Payment section of these Terms and Conditions. For notice before terminating this Contract. f. Notwithstanding any provisions purposes, a lesser payment period shall not apply. If a cash discount for prompt payment is invoiced, the withholding of payments as provided for in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any section shall not deprive the State of the representations or warranties in this Contract and revoke any consent right to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of take such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationcash discount. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party In addition to other events of breach set forth in this Agreement, each of the following constitutes a “Material Breach” of this Agreement: (the “Non-breaching Party”i) determines Sprint or Purchaser fails to make a payment of money that is not subject to dispute under Section 6.4, which failure continues for more than 10 days after notice from the other Party; (the “Breaching Party”ii) has failed Sprint fails to comply with any material representation, warranty, obligation or covenant set forth in this Agreement, which breach is not cured within 30 days after written notice detailing such breach is provided; provided, however, that if the breach is of a type that cannot be cured within the Breaching Party30 day period or cannot be cured within 30 days because of circumstances beyond Sprint’s corresponding Contract obligations (a "Breach")control, then the Non-Breaching Party shall provide period for cure will be extended if Sprint proceeds in a diligent and determined manner and continuously works to cure such breach, but in no event beyond 90 days after Purchaser sends written notice to Sprint regarding the breach; (iii) Purchaser: (A) materially breaches its obligations under any of Section 2.2, Section 2.3, the notice obligations set forth in Section 14, or Section 15; or (B) fails to comply with any material representation, warranty, obligation or covenant set forth in this Agreement that results in a material adverse effect (1) on the Sprint Network (or [***] Network as applicable) or (2) on the use of Sprint services by a significant number of Customers; which breach is not cured within 30 days after written notice detailing such failure to breach is provided; provided, however, that if the Breaching Party in accordance with this Contract. The Non-breaching Party must provide breach is of a type that cannot be cured within the Breaching Party an opportunity to remedy the Breach 30 day period or cannot be cured within thirty (30) calendar days from the date because of the notice. However, if Contractor is the Breaching Partycircumstances beyond Purchaser’s control, then the Client Agency may set forth any remedy period for cure will be extended if Purchaser proceeds in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort diligent and determined manner and continuously works to remedy the Breachcure such breach, but in no event beyond one-hundred eighty (180) days after Sprint sends written notice to Purchaser regarding the breach. Moreover, if the breach is of a nature of the Breach is such that it cannot be remedied within cured, Sprint will not have a termination right under this subsection (iii) unless such breach has a material and adverse impact on Sprint; provided that Purchaser proceeds in a diligent and determined manner to minimize the Remedy Periodlikelihood of future breaches that are the same as or substantially similar to the breach that could not be cured. b. (iv) Sprint or Purchaser fails to comply with Section 10, if that failure is not cured immediately upon receipt of notice from the Party owning or enforcing that ▇▇▇▇ or in the case of repeated violations after receipt of the notice on one occasion; (v) Sprint or Purchaser ceases to do business as a going concern, liquidates or dissolves; or (vi) Sprint or Purchaser is unable to pay or admits its inability to pay its debts as they become due. If a Party Materially Breaches this Agreement, the Client Agency determines that other Party may, upon notice to the Contractor has committed a Breachbreaching Party, then the Client Agency may require the Contractor toterminate this Agreement in its entirety without any liability, and Contractor shallpursue any other right or remedy under this Agreement. Except as otherwise provided, prepare and submit to the Client Agency a CAP in connection with termination will be effective on the identified Breach. Contractor shall provide in day following the CAP a detailed explanation end of the deficiencies and other factors that contributed to applicable phase-out period. The pricing for each Market in effect immediately before the cited Breach, Contractor’s assessment or diagnosis date of Breach (identifying the deficiencies and factors termination notice will remain in reasonable detail, with references to effect during the applicable Specifications), and a specific proposal to remedy or resolve the Breachphase-out period. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request Sprint will invoice Purchaser for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement Section and Purchaser will pay those amounts in the Representations and Warranties accordance with Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both6. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party A Party (the “Non"Aggrieved Party") may terminate this Agreement with immediate effect if: the other Party (the "Defaulting Party") commits a material breach of this Agreement and fails to remedy such breach within 10 (ten) Business Days (the "Notice Period") of being notified of the breach and, if the Aggrieved Party so elects, the steps required to remedy such breach. For the purposes of Clause 18.1.1, a breach will be deemed to be a material breach if ‑ it is capable of being remedied, but is not so remedied within the Notice Period; or it is incapable of being remedied within the Notice Period; or if payment in money will compensate for such breach, but payment is not made within the Notice Period; or the Service Provider commits numerous, repeated breaches even if cured; or at any time, SARS experiences non-breaching Party”) determines performance, alternatively mal-performance from the Service Provider relating to the execution of it duties and obligations in terms of this Agreement. Termination for Cause SARS may, by giving notice to the Service Provider, terminate this Agreement in whole or in part, as of a date set out in the notice of termination, in the event that the other Service Provider commits a material breach of this Agreement or: is placed under voluntary or compulsory liquidation (whether provisional or final) or business rescue proceedings are commenced against the “Breaching Party”) has failed to comply with Service Provider; and/or commits any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party shall provide written notice acts of such failure to the Breaching Party insolvency set out in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date section 8 of the noticeInsolvency Act, 1936 (Act No. However24 of 1936). SARS may terminate this Agreement, if Contractor is the Breaching Partyin whole or in part, then the Client Agency may set forth any remedy period in the notice, so long as event that period SARS is otherwise consistent with unable to obtain funding to procure the provisions of Services. Termination for Convenience SARS may terminate this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment Agreement in whole or in part for convenience and without cause at any amounts due pending resolution of time by giving the Performance issue, provided that Service Provider at least 30 (thirty) days prior written notice. SARS will be obliged to pay the Client Agency notifies Contractor in writing prior Service Provider’s professional fees for Services rendered up to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is termination of this Agreement. Termination upon Sale, Acquisition, Merger or Change of Control In the event of a Breach under this Contractsale, acquisition, merger, or whether any statement other change of Control of Service Provider where such Control is acquired, directly or indirectly, in a single transaction or series of related transactions, or in the Representations and Warranties Section event of this Contract is false a sale of all or misleading, the parties deem the Acts substantially all of the Contractor Parties to be the Acts assets of the Contractor itself, as if the Contractor itself was the subject Service Provider in a single or series of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination daterelated transactions, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS SARS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract Agreement by giving Service Provider at least 90 (ninety) days prior notice and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third partydesignating a date upon which such termination will be effective. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency SARS will have no liability towards Service Provider with respect to such termination Force Majeure In the event of any act beyond the control of the Parties, strike, war, rebellion, riot, civil commotion, lockout, suspension of labour, fire, accident, or responsibility (without regard to Contractor the foregoing enumeration) of any circumstances arising or Contractor action taken beyond the reasonable control of the Parties or any third party, hereto preventing them or any of them, them from the performance of any obligation hereunder (any such event hereinafter called "force majeure event") then the Party affected by such force majeure event shall be relieved of its obligations hereunder during the period that such force majeure continues (excluding payment obligations which fell due before the said force majeure). The affected Party’s relief is only to the extent so prevented and such Party shall not be liable for any delay or failure in the performance of any obligations hereunder or loss or damage which the other Party may suffer due to or resulting from the Termination force majeure event, provided always that a written notice shall be promptly given of any such inability by the affected Party. Any Party invoking force majeure shall upon termination of such force majeure give prompt written notice thereof to the other Party. Should a force majeure event continue for a period of more than thirty (30) days, then either Party has the right to cancel this Agreement. Any strike, lock-out, interference by trade unions, suspension of labour or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.other industrial action directly related to a Party as employer and which could have been avoided by steps which such Party might reasonably have been expected to take acting as a reasonable prudent employer, does not constitute a force majeure event. Audits

Breach. a. If one party (In the “Non-breaching Party”) determines event that the other either Party (the “Breaching Party”) has failed materially breaches this Agreement, in addition to comply with any of other right or remedy the other Party (the “Non-Breaching Party’s corresponding Contract obligations (a "Breach")”) may have, then the Non-Breaching Party shall provide may terminate this Agreement in its entirety by providing sixty (60) days’ prior written notice or (except as specified in the last sentence of such failure this Section 13.2.1) by providing thirty (30) days’ prior written notice with respect to any breach of any payment obligation hereunder (the “Termination Notice Period”) to the Breaching Party specifying the nature of the breach and stating its intention to terminate this Agreement if such breach is not cured (the “Termination Notice”); provided that (i) the termination shall not become effective at the end of the Termination Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Termination Notice Period (or, if such breach (other than a payment breach) cannot be cured within the Termination Notice Period, if the Breaching Party commences actions to cure such breach within the Termination Notice Period and thereafter diligently continues such actions; provided further that such breach is cured within one (1) year after the receipt of the Termination Notice); (ii) in the event of a good faith dispute as to whether performance has been made by either Party pursuant to this Agreement, including any good faith dispute as to payments due under this Agreement (other than the payment required pursuant to Section 6.1), the relevant cure period with respect thereto will be tolled from the date the Breaching Party notifies the Non-Breaching Party of such good faith dispute and through the resolution of such dispute in accordance with the applicable provisions of this ContractAgreement (provided, that if such dispute relates to payment, the cure period will only apply with respect to payment of disputed amounts, and not with respect to undisputed amounts); and (iii) it is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. The Non-breaching Party must provide For clarity, the Breaching Party an opportunity Termination Notice Period with respect to remedy the Breach within any payment breach (other than under Section 6.1(a)(ii)) shall be thirty (30) calendar days from and the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend have the Remedy Period if it is satisfied that the Breaching Party is making right to cure a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied payment breach only within the Remedy applicable Termination Notice Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit subject to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation tolling provision of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, Section 13.2.1; provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section tolling provision of this Contract is false or misleading, the parties deem the Acts Section 13.2.1 shall not apply to any breach of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination dateSection 6.1. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action There shall be required of no Termination Notice Period with respect to any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contractpayment breach under Section 6.1(a)(ii). f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one either party (Breaches this Contract in any respect, the “Nonnon-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party party shall provide written notice of such failure the Breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide party and afford the Breaching Party breaching party an opportunity to remedy the Breach cure within thirty ten (3010) calendar days from the date of that the breaching party receives the notice. HoweverIn the case of a Contractor Breach, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy modify the ten (10) day cure period in the notice, so long as that period is otherwise consistent with the provisions notice of this ContractBreach. The right to cure period set forth in shall be extended if the notice is known as the “Remedy Period.” The Nonnon-Breaching Party shall extend the Remedy Period if it breaching party is satisfied that the Breaching Party breaching party is making a good faith effort to remedy the Breachcure, but the nature of the Breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach Notice may include an effective Termination date. If Contract cancellation date if the identified Breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- non- breaching Party party in writing before such prior to the cancellation date, no further action shall be required of any party to effect the Termination cancellation as of the stated date. If the notice does not set forth an effective Termination Contract cancellation date, then the Nonnon-breaching Party shall provide party may cancel the Breaching Party Contract by giving the breaching party no less than twenty-twenty four (24) hours' ’ prior written notice before terminating Notice after the expiration of the cure period. b. If the Agency believes that the Contractor has not performed according to the Contract, the Agency may: (i) withhold payment in whole or in part pending resolution of the performance issue, provided that the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; (ii) temporarily discontinue all or part of the Services to be provided under the Contract; (iii) permanently discontinue part of the Services to be provided under the Contract; (iv) assign appropriate State personnel to provide contracted for Services to assure continued performance under the Contract until such time as the contractual Breach has been corrected to the satisfaction of the Agency; (v) require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; (vi) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (vii) any combination of the above actions. c. The Contractor shall return all unexpended funds to the Agency no later than thirty (30) calendar days after the Contractor receives a demand from the Agency. d. In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. f. Notwithstanding e. The action of the Agency shall be considered final. If at any provisions step in this Contractprocess the Contractor fails to comply with the procedure and, DAS as applicable, the mutually agreed plan of correction, the Agency may terminate this Contract proceed with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given remedies as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination listed under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationsection. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. (a) If one either party (Breaches this Contract in any respect, the “Nonnon-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party party shall provide written notice of such failure the Breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide party and afford the Breaching Party breaching party an opportunity to remedy the Breach cure within thirty ten (3010) calendar days Days from the date of that the breaching party receives the notice. HoweverIn the case of a Contractor Breach, if Contractor is OHS may modify the Breaching Party, then the Client Agency may set forth any remedy ten (10) day cure period in the notice, so long as that period is otherwise consistent with the provisions notice of this ContractBreach. The right to cure period set forth in shall be extended if the notice is known as the “Remedy Period.” The Nonnon-Breaching Party shall extend the Remedy Period if it breaching party is satisfied that the Breaching Party breaching party is making a good faith effort to remedy the Breachcure, but the nature of the Breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach Notice may include an effective Termination date. If Contract cancellation date if the identified Breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- non-breaching Party party in writing before such prior to the cancellation date, no further action shall be required of any party to effect the Termination cancellation as of the stated date. If the notice does not set forth an effective Termination Contract cancellation date, then the Nonnon-breaching Party shall provide party may cancel the Breaching Party Contract by giving the breaching party no less than twenty-twenty four (24) hours' ’ prior written notice before terminating Notice after the expiration of the cure period. (b) If OHS believes that the Contractor has not performed according to the Contract, OHS may: (1) temporarily discontinue all or part of the Services to be provided under the Contract; (2) permanently discontinue part of the Services to be provided under the Contract; (3) assign appropriate State personnel to provide contracted for Services to assure continued performance under the Contract until such time as the contractual Breach has been corrected to the satisfaction of OHS; (4) require that contract funding be used to enter into a subcontract with a person or persons designated by OHS in order to bring the program into contractual compliance; (5) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (6) any combination of the above actions. (c) The Contractor shall return all unexpended funds to OHS no later than thirty (30) calendar days after the Contractor receives a demand from OHS. (d) In addition to the rights and remedies granted to OHS by this Contract, OHS shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. f. Notwithstanding (e) The action of OHS shall be considered final. If at any provisions step in this Contractprocess the Contractor fails to comply with the procedure and, DAS as applicable, the mutually agreed plan of correction, OHS may terminate this Contract proceed with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given remedies as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination listed under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationsection. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. (a) If one either party (Breaches this Contract in any respect, the “Nonnon-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party party shall provide written notice of such failure the Breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide party and afford the Breaching Party breaching party an opportunity to remedy the Breach cure within thirty ten (3010) calendar days from the date of that the breaching party receives the notice. HoweverIn the case of a Contractor Breach, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy modify the ten (10) day cure period in the notice, so long as that period is otherwise consistent with the provisions notice of this ContractBreach. The right to cure period set forth in shall be extended if the notice is known as the “Remedy Period.” The Nonnon-Breaching Party shall extend the Remedy Period if it breaching party is satisfied that the Breaching Party breaching party is making a good faith effort to remedy the Breachcure, but the nature of the Breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach Notice may include an effective Termination date. If Contract cancellation date if the identified Breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- non-breaching Party party in writing before such prior to the cancellation date, no further action shall be required of any party to effect the Termination cancellation as of the stated date. If the notice does not set forth an effective Termination Contract cancellation date, then the Nonnon-breaching Party shall provide party may cancel the Breaching Party Contract by giving the breaching party no less than twenty-twenty four (24) hours' ’ prior written notice before terminating Notice after the expiration of the cure period. (b) If the Agency believes that the Contractor has not performed according to the Contract, the Agency may: a. withhold payment in whole or in part pending resolution of the performance issue, provided that the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; b. temporarily discontinue all or part of the Services to be provided under the Contract; c. permanently discontinue part of the Services to be provided under the Contract; d. assign appropriate State personnel to provide contracted for Services to assure continued performance under the Contract until such time as the contractual Breach has been corrected to the satisfaction of the Agency; e. require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; f. take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or g. any combination of the above actions. (c) The Contractor shall return all unexpended funds to the Agency no later than thirty (30) calendar days after the Contractor receives a demand from the Agency. (d) In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. f. Notwithstanding (e) The action of the Agency shall be considered final. If at any provisions step in this Contractprocess the Contractor fails to comply with the procedure and, DAS as applicable, the mutually agreed plan of correction, the Agency may terminate this Contract proceed with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given remedies as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination listed under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationsection. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (a) In the “Non-breaching Party”) determines event that the other either Party (the “Breaching Party”) has failed materially breaches this Agreement, in addition to comply with any of other right or remedy the other Party (the “Non-Breaching Party’s corresponding Contract obligations (a "Breach")”) may have, then the Non-Breaching Party shall provide may terminate this Agreement: (i) with respect to the Product (the WH Product or the Oncology Product) to which the material breach pertains; (ii) with respect to the Region, the United States or Canada to which the material breach pertains; or (iii) in its entirety if such material breach pertains to both the WH Product and the Oncology Product and all Regions, the United States or Canada within the Territory, in each case, by providing [***] days’ prior written notice (or [***] days’ prior written notice with respect to any breach of such failure any payment obligation hereunder) (the “Termination Notice Period”) to the Breaching Party specifying the nature of the breach and stating its intention to terminate this Agreement for the applicable Product, applicable Region or in accordance with this Contract. The Non-breaching Party must provide its entirety if such breach is not cured (the “Termination Notice; (ii) the termination shall not become effective at the end of the Termination Notice Period if the Breaching Party an opportunity cures the breach specified in the Termination Notice during the Termination Notice Period (or, if such breach (other than a payment breach) cannot be cured within the Termination Notice Period, if the Breaching Party commences actions to remedy cure such breach within the Breach Termination Notice Period and thereafter diligently continues such actions; provided, further, that such breach is cured within thirty [***] year after the receipt of the Termination Notice), (30ii) calendar days in the event of a good faith dispute as to whether performance has been made by either Party pursuant to this Agreement, including any good faith dispute as to payments due under this Agreement (other than the payment required pursuant to Section 8.1), the relevant cure period with respect thereto will be tolled from the date of the notice. However, if Contractor is the Breaching Party, then Party notifies the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend of such good faith dispute and through the Remedy Period resolution of such dispute in accordance with the applicable provisions of this Agreement (provided, that if such dispute relates to payment, the cure period will only apply with respect to payment of disputed amounts, and not with respect to undisputed amounts); and (iii) it is satisfied understood and agreed that during the Breaching Party is making a good faith effort to remedy the Breachpendency of such dispute, but the nature all of the Breach terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder, and, if the material breach in question is cured by the end of the tolled cure period (i.e. prior to resolution of such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breachdispute in accordance with such applicable provisions), then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Nonnon-breaching Party shall provide no longer have a right to termination under this Section 15.3.1(a) with respect to such material breach. The Termination Notice Period with respect to any payment breach shall be [***] days and the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contractshall have the right to cure a payment breach only within the applicable Termination Notice Period, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section tolling provision of this Contract. In case of such revocation or Termination, Section 15.3.1(a); provided that the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section tolling provision of this ContractSection 15.3.1(a) shall not apply to any breach of Section 8.1.

Breach. a. If one party 19.1 Should any Party (the “Non-breaching "Defaulting Party”") determines that the other (the “Breaching Party”) has failed to comply with commit a breach of any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party shall provide written notice of such failure to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity to remedy the Breach within thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching Party, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in Agreement, then any other Party ("Aggrieved Party") shall be obliged to give the Defaulting Party 14 (fourteen) days’ written notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejectionbreach. If the Client Agency Defaulting Party fails to accept comply with such notice, the Aggrieved Party shall be entitled to cancel this Agreement against the Defaulting Party or reject to claim immediate payment and/or specific performance by the CAP within Defaulting Party of all the (10) Business DaysDefaulting Party's obligations whether or not the due date for payment and/or performance shall have arrived, then in either event without prejudice to the CAP is deemed Aggrieved Party’s rights to have been approved, without moreclaim damages. The Client Agency’s explanation for foregoing is without prejudice to such other rights as the rejection must include suggestions for changes Aggrieved Party may have in law. The content of this clause 19 is to be read in conjunction with clause 12 regarding disputes, fines and/or summary suspension. 19.2 INTARGET reserves the right to, should the agreement be cancelled as a result of breach by the CLIENT, after notification to the CAP and the Contractor shall address the suggestions CLIENT in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor rewriting / telefax or by e-submits it mail, utilize and/or reallocate any/all recourses assigned to the Client Agency for review CLIENT’S account as from no earlier than 15 days subsequent to such notification, including but not limited to numbers and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, keywords whether allocated by direct connection method or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Daysweb tools in any manner whatsoever. c. If 19.3 Should this agreement be terminated before the Client Agency determines that the Contractor contract term has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution lapsed and as a result of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation breach of any of the representations terms or warranties conditions of this Agreement by the CLIENT, the CLIENT shall be liable for all fixed costs and transaction costs for the remainder of the period, at the applicable rate for a standard Main Account at the time. The CLIENT shall in addition be liable for all historical transaction charges incurred up to date of cancellation or termination. 19.4 In the event of the non- payment of a valid INTARGET invoice, a CLIENT”s services may further be suspended pending payment failing which INTARGET shall be entitled to cancel the agreement in terms of this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to clause 19. 19.5 Notwithstanding the provisions of this clause 19 INTARGET shall, in the Termination Section event of a severe and /or continuous breach of compliance with the governing regulatory and/or legislative provisions by the CLIENT, be entitled to summarily, without notification to rectify, cancel this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationagreement. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party A Party (the “Non-breaching Breaching Party”) determines that will be entitled forthwith to terminate this Agreement by written notice to the other Party if the other Party commits any material breach of any of the obligations and provisions of this Agreement (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then and in the case of a breach capable of cure or remedy, fails to cure or remedy such breach within [***] days after receipt of a written notice sent by the Non-Breaching Party shall provide written notice providing details of the breach in reasonable detail and requiring it to be remedied (the “Default Notice”) or within [***] ([***]) days after receipt of such Default Notice if such material breach is solely based on the Breaching Party’s failure to pay any amounts due hereunder. For the purposes of this Article 11.3(a), a breach will be considered capable of cure or remedy if the Party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence). If a Party provides a Default Notice to the Breaching Party in accordance with pursuant to this Contract. The Non-breaching Party must provide Article 11.3(a) as a result of a material breach (or alleged material breach) by the Breaching Party an opportunity to remedy and, on or before the Breach within thirty (30) calendar days from the date end of the notice. Howevercure period therefor, if Contractor is either Party has referred the Breaching Partymatter to arbitration pursuant to Article 12.1, then the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that either case where the Breaching Party is making a in good faith effort disputing such basis for termination pursuant to remedy this Article 11.3(a), then (i) such cure period will be suspended and (ii) this Agreement will not terminate, unless and until such senior executives resolve the Breachdispute or the arbitrator issues a final ruling or award upholding such basis for termination (or unless and until the Breaching Party is no longer disputing such basis in good faith, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. if earlier). If the Client Agency determines that the Contractor has committed arbitrator issues a Breachfinal ruling or award upholding such basis for termination, then the Client Agency may require the Contractor tocure period will resume, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with Breaching Party will have the identified Breach. Contractor shall provide in the CAP a detailed explanation remainder of the deficiencies and other factors that contributed cure period to cure the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejectionmaterial breach. If the Client Agency fails to accept or reject the CAP material breach is so cured within the (10) Business Daysremainder of the cure period, then the CAP is deemed to have been approvedthis Agreement will remain in full force and effect, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency otherwise this Agreement will approve the CAP when the Contractor re-submits it to the Client Agency for review and approvalterminate. If the Client Agency rejects arbitrator issues a CAPfinal ruling rejecting such basis for termination, then the parties this Agreement will repeat this submittal remain in full force and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Dayseffect. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. (a) If one either party (Breaches this Contract in any respect, the “Nonnon-breaching Party”) determines that the other (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party party shall provide written notice of such failure the Breach to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide party and afford the Breaching Party breaching party an opportunity to remedy the Breach cure within thirty ten (3010) calendar days Days from the date of that the breaching party receives the notice. HoweverIn the case of a CONTRACTOR Breach, if Contractor is the Breaching Party, then AGENCY may modify the Client Agency may set forth any remedy ten (10) day cure period in the notice, so long as that period is otherwise consistent with the provisions notice of this ContractBreach. The right to cure period set forth in shall be extended if the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it non- breaching party is satisfied that the Breaching Party breaching party is making a good faith effort to remedy the Breachcure, but the nature of the Breach is such that it cannot be remedied cured within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit right to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without morecure period. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach Notice may include an effective Termination date. If Contract cancellation date if the identified Breach is not remedied cured by the stated Termination datedate and, unless otherwise modified by the Non- non-breaching Party party in writing before such prior to the cancellation date, no further action shall be required of any party to effect the Termination cancellation as of the stated date. If the notice does not set forth an effective Termination Contract cancellation date, then the Nonnon-breaching Party shall provide party may cancel the Breaching Party Contract by giving the breaching party no less than twenty-twenty four (24) hours' ’ prior written notice before terminating Notice after the expiration of the cure period. (b) If the AGENCY believes that the CONTRACTOR has not performed according to the Contract, the AGENCY may: (1) withhold payment in whole or in part pending resolution of the performance issue, provided that the AGENCY notifies The CONTRACTOR in writing prior to the date that the payment would have been due in accordance with the budget; (2) temporarily discontinue all or part of the Services to be provided under the Contract; (3) permanently discontinue part of the Services to be provided under the Contract; (4) assign appropriate State personnel to provide contracted for Services to assure continued performance under the Contract until such time as the contractual Breach has been corrected to the satisfaction of the AGENCY; (5) require that contract funding be used to enter into a subcontract with a person or persons designated by the AGENCY in order to bring the program into contractual compliance; (6) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (7) any combination of the above actions. (c) The CONTRACTOR shall return all unexpended funds to the AGENCY no later than thirty (30) calendar days after the CONTRACTOR receives a demand from the AGENCY. (d) In addition to the rights and remedies granted to the AGENCY by this Contract, the AGENCY shall have all other rights and remedies granted to it by law in the event of Breach of or default by the CONTRACTOR under the terms of this Contract. f. Notwithstanding (e) The action of the AGENCY shall be considered final. If at any provisions step in this Contractprocess the CONTRACTOR fails to comply with the procedure and, DAS as applicable, the mutually agreed plan of correction, the AGENCY may terminate this Contract proceed with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given remedies as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination listed under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocationsection. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. 22.1 If one a party (breaches any provision of this agreement and remains in breach for 14 days after written notice to that party requiring that party to rectify that breach, the “Non-breaching Party”) determines that the other (the “Breaching Party”) has failed aggrieved party shall be entitled, at its option: 22.1.1 to comply with ▇▇▇ for immediate specific performance of any of the Breaching Party’s corresponding Contract defaulting party's obligations (a "Breach")under this agreement, whether or not such obligation is then due and to require the Non-Breaching Party shall defaulting party to provide security to the satisfaction of the aggrieved party for the defaulting party's obligations; or 22.1.2 to cancel this agreement, in which case written notice of such failure the cancellation shall be given to the Breaching Party defaulting party, and the cancellation shall take effect on the giving of the notice. Neither party shall be entitled to cancel this agreement unless the breach is a breach of a term which goes to the root of this agreement, and the remedy of specific performance or damages would not adequately prevent the aggrieved party from being materially prejudiced. 22.2 If the breach is a breach of warranty as at a particular date, notice to remedy such breach shall be given and the breach shall be deemed to have been remedied if: 22.2.1 the defaulting party is able, within the period of the notice, to prevent the aggrieved party from being prejudiced or to make good any prejudice suffered, and does so; or 22.2.2 the defaulting party is able, but not within the period of the notice, to prevent the aggrieved party from being prejudiced or to make good any prejudice suffered within the period of the notice, and undertakes to do so and furnishes such security in support of the undertaking as the aggrieved party may require. 22.3 If the defaulting party is the purchaser or FSAH, and the breach is the non-payment of any instalment of the purchase price and if the purchaser fails to remedy such breach after having been given notice to do so in accordance with this Contractclause, the seller and the Trek seller shall be entitled to cancel this agreement and if the seller and the Trek seller do so the purchaser shall deliver the security documentation referred to in clause 10 to the seller and the Trek sellers. The Non-breaching Party must provide seller and the Breaching Party an opportunity Trek sellers shall be entitled to remedy register the Breach within thirty shares comprised in such security documentation in its name and (30) calendar days from prior to its lapsing), to exercise the date option referred to in 10.4. Alternatively, and at the election of the notice. Howeverseller, if Contractor is the Breaching Party, then seller and the Client Agency Trek sellers may set forth any remedy period claim damages. 22.4 The aggrieved party's remedies in the notice, so long as that period is otherwise consistent with the provisions terms of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort clause are without prejudice to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit any other remedies to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers aggrieved party may be entitled in determining if there was a Breach, or an instance of false or misleading statements, or bothlaw. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. If one party (a) Notwithstanding the “Non-breaching Party”) determines that provisions of Paragraph 15, this Agreement may be terminated by Accounts Management, CSC and Bureaus or CBI at any time upon the failure of the other party to pay any sum required to be paid hereunder promptly when such sum shall become due (the “Breaching Party”) has failed to comply with any of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party shall provide written notice of such failure it being understood that to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide extent the Breaching Party an opportunity due date of any payment to remedy the Breach be made hereunder is not otherwise specifically provided for herein, all payments shall be due within thirty (30) calendar days from after receipt of invoice therefor) and the continuance of such failure for a period of thirty (30) days after notice specifying such failure shall have been given to such party. Any termination under or pursuant to this Paragraph 16(a) shall be effective one hundred eighty (180) days after the date upon which the party terminating this Agreement shall have sent to the other party or parties notice by certified mail of such failure. (b) Upon default (other than a default specified in Paragraph 16(a)) by the other party in the performance or breach of any provision, covenant or warranty of this Agreement and the continuance of such default or breach for a period of twenty (20) business days (or such longer period as such other party may reasonably require to cure such default or breach) after notice specifying such default shall have been given to such party, the non-defaulting party shall have the right to bring suit for damages or equitable relief, but shall not have the right to terminate this Agreement. The bringing of such suit shall be the sole and exclusive remedy of the noticenon-defaulting party for a breach or default described by this Paragraph 16(b). HoweverWithout limitation upon the foregoing, if Contractor the parties hereto specifically acknowledge that defaults or breaches subject to this Paragraph 16(b) shall include: (i) the use by any Bureau, or any customer thereof, of any data of the ACROPAC System(TM) owned by CBI, by any credit bureau owned by CBI or by any Affiliate Bureau in a manner or for purposes not authorized by CBI (which purposes shall be authorized by CBI during times when similar authorization is permitted to any Affiliate Bureau or credit bureau owned by CBI); (ii) the Breaching Partyuse by CBI, then any credit bureau owned by CBI or any Affiliate Bureau, or any customer thereof, of any data of the Client Agency may set forth ACROPAC System(TM) owned by any remedy period Bureau in a manner or for purposes not authorized by the noticeBureau; (iii) failure to use or employ the ACROPAC System(TM) or provide consumer credit reporting services exclusively (except as contemplated by Paragraph 45 hereof) in accordance with Paragraph 4 hereof; (iv) assignment of ACROPAC System(TM) account numbers contrary to the requirements of Paragraph 2 hereof; (v) failure to comply with the procedures and terms of the Cost Allocation System pursuant to Paragraph 8(c) hereof; or (vi) any assignment or transfer, so long as that period is otherwise consistent or attempted assignment or transfer, inconsistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejection. If the Client Agency fails to accept or reject the CAP within the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approval. If the Client Agency rejects a CAP, then the parties will repeat this submittal and review process until the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section Paragraph 29 of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or bothAgreement. e. The written notice of the Breach may include an effective Termination date. If the identified Breach is not remedied by the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Termination date, then the Non-breaching Party shall provide the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contract. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.

Breach. a. A. Other than termination for lack of funding under section 20, either party’s failure to perform the lease’s terms and conditions is a breach. B. If one party (a breach arises, the “Nonnon-breaching Party”) determines that party may send the other (breaching party a written notice, identifying in reasonable detail the “Breaching Party”) has failed breach and the requested remedy. Except as provide in subsection C. below, the breaching party shall cure the breach as soon as reasonably possible but no longer than 30 days, except if an emergency condition exists requiring a cure to comply with any be immediately started and completed within 24 hours if reasonably possible given the circumstances. C. If the breaching party does not cure the breach, the nonbreaching party may cure all or part of the Breaching Party’s corresponding Contract obligations (a "Breach"), then the Non-Breaching Party shall provide written default after providing notice of such failure to the Breaching Party in accordance with this Contract. The Non-breaching Party must provide the Breaching Party an opportunity party of its intent to remedy the Breach within thirty (30) calendar days from the date of the notice. Howeverperform such cure, and, if Contractor is applicable, recover the Breaching Party, then costs incurred in curing the Client Agency may set forth any remedy period in the notice, so long as that period is otherwise consistent with the provisions of this Contract. The period set forth in the notice is known as the “Remedy Period.” The Non-Breaching Party shall extend the Remedy Period if it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but the nature of the Breach is such that it cannot be remedied within the Remedy Period. b. If the Client Agency determines that the Contractor has committed a Breach, then the Client Agency may require the Contractor to, and Contractor shall, prepare and submit to the Client Agency a CAP in connection with the identified Breach. Contractor shall provide in the CAP a detailed explanation of the deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment or diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references to the applicable Specifications), and a specific proposal to remedy or resolve the Breach. Contractor shall submit the CAP to the Client Agency within (10) Business Days following the Client Agency’s request for the CAP for the Client Agency’s review and approval. Within (10) Business Days of receiving the CAP, the Client Agency must either approve the CAP, or reject it by delivering to Contractor a written explanation for the rejectiondefault. If the Client Agency fails nonbreaching party is the Lessee, the Lessee may deduct all costs incurred from rent or other charges owed to accept Lessor. Lessee’s costs incurred to cure include, but are not limited to, all reasonable out-of-pocket expenses, payment of unpaid utility or reject services charges for which Lessor is responsible, and all administrative costs the CAP within Lessee reasonably incurs and documents in performing or arranging for performance of the (10) Business Days, then the CAP is deemed to have been approved, without more. The Client Agency’s explanation for the rejection must include suggestions for changes to the CAP and the Contractor shall address the suggestions in such a manner to make it likely that the Client Agency will approve the CAP when the Contractor re-submits it to the Client Agency for review and approvalcure. If the Client Agency rejects nonbreaching party is the Lessor, Lessor will submit properly executed vouchers and proof of payment to Lessee and ▇▇▇▇▇▇ shall remit payment to Lessor within 30 days or as soon as is practicable. The nonbreaching party is under no obligation to cure some or all the default of the breaching party. To the extent that the nonbreaching party does not cure the default, the nonbreaching party may pursue its legal and contractual remedies against the breaching party. The nonbreaching party’s failure to cure the breaching party’s default does not waive the nonbreaching party’s rights to relief. Nothing herein removes or lessens either party’s obligation to mitigate damages. D. If it is not reasonably possible to cure an emergency or non-emergency condition within 24-hours or 30 days, respectively, the breaching party shall so notify the non- breaching party within 24-hours or 10 days, respectively. Such notice shall explain why the cure is not reasonably possible with due diligence to complete within 24 hours (if an emergency) or 30 days (if a CAP, then the parties will repeat this submittal non-emergency) and review process until provide the earliest of one of the following: (1) the Client Agency accepts a CAP, (2) the Client Agency waives its right to receive a CAP, (3) Contractor remedies the Breach, (4) the Client Agency waives the Breach, or (5) the Client Agency makes a determination to Terminate this Contract. After the first rejection, each of the parties will have (5) Business Days, instead of (10) Business Days, within which to review the CAP. Each subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5) Business Days. c. If the Client Agency determines that the Contractor has Breached this Contract, then the Client Agency may withhold payment in whole or in part for any amounts due pending resolution of the Performance issue, provided that the Client Agency notifies Contractor in writing prior to the date that the payment would have been due. d. For purposes of the Client Agency determining whether there is a Breach under this Contract, or whether any statement in the Representations and Warranties Section of this Contract is false or misleading, the parties deem the Acts of the Contractor Parties to work can be the Acts of the Contractor itself, completed as if the Contractor itself was the subject of the Acts which the Client Agency considers in determining if there was a Breach, or an instance of false or misleading statements, or both. e. The written notice of the Breach may include an effective Termination datesoon as reasonably possible. If the identified Breach It is not remedied by a justifiable ground for delay that the stated Termination date, unless otherwise modified by the Non- breaching Party in writing before such date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice Lessor does not set forth an effective Termination date, then have available funding to accomplish the Non-breaching Party shall provide cure or that a preferred contractor has limited availability if other contractors can satisfactorily perform the Breaching Party no less than twenty-four (24) hours' prior written notice before terminating this Contractwork sooner at reasonable cost. f. Notwithstanding any provisions in this Contract, DAS may terminate this Contract with no Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in this Contract and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to Contractor or Contractor Parties or any third party. Termination under this Breach section is subject to the provisions of the Termination Section of this Contract. In case of such revocation or Termination, the Client Agency will have no liability or responsibility to Contractor or Contractor Parties or any third party, or any of them, resulting from the Termination or revocation. g. None of the State’s rights under this Breach Section diminishes the State’s rights under the Termination Section of this Contract.