Common use of Expiration/Termination Clause in Contracts

Expiration/Termination. The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties (the “Term”). Civitas may terminate this Agreement upon written notice to Consultant (a) at any time for Cause (as defined below) or (b) at any time after Consultant’s commencement of employment with a 3rd party for greater than twenty (20) hours per week. Consultant may terminate this Agreement at any time without cause upon not less than thirty (30) days’ prior written notice to Civitas. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination, provided that, if Civitas terminates this Agreement without Cause, then all consulting fees that would have been paid during the Term had Civitas not terminated the Agreement without Cause, shall be paid to Consultant in one lump sum upon the effective date of the termination of this Agreement. Upon expiration or termination of this Agreement, neither Consultant nor Civitas will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by Civitas, unless Civitas specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Civitas all Work Product made through expiration or termination; (c) Civitas will pay Consultant any monies due and owing Consultant under this Agreement and all authorized expenses actually incurred; (d) Consultant will immediately return to Civitas all Civitas Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 3, 5, 6, 7, 8, 9 and 10 will survive expiration or termination of this Agreement. For purposes of this Agreement, “Cause” shall mean Consultant’s conviction of, or guilty plea to, a felony, (ii) Consultant’s commission of a fraudulent, illegal or materially dishonest act in connection with Consultant’s engagement by Civitas, as reasonably determined by Civitas’ Board of Directors acting in good faith, or (iii) Consultant’s willful and repeated failure or refusal to attempt to perform Consultant’s duties to Civitas or material breach of this Agreement or any other agreement between Civitas and Consultant.

Expiration/Termination. The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms ExhibitExhibit A, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties (the “Term”). Civitas Viridian may terminate this Agreement at any time with or without cause upon not less than ten (10) days’ prior written notice to Consultant (a) at any time for Cause (as defined below) or (b) at any time after Consultant’s commencement of employment with a 3rd party for greater than twenty (20) hours per week. Consultant may terminate this Agreement at any time with or without cause upon not less than thirty sixty (3060) days’ prior written notice to CivitasViridian. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination, provided that, if Civitas terminates this Agreement without Cause, then all consulting fees that would have been paid during the Term had Civitas not terminated the Agreement without Cause, shall be paid to Consultant in one lump sum upon the effective date of the termination of this Agreement. Upon expiration or termination of this Agreement, neither Consultant nor Civitas Company will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by Civitasthe Company, unless Civitas the Company specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Civitas the Company all Work Product made through expiration or termination; (c) Civitas the Company will pay Consultant any monies due and owing Consultant under this Agreement Consultant, up to the time of termination or expiration, for Consulting Services properly performed and all authorized expenses actually incurred; (d) Consultant will immediately return to Civitas Company all Civitas Company Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 3, 5, 6, 7, 8, 9 and 10 will survive expiration or termination of this Agreement. For purposes of this Agreement, “Cause” shall mean Consultant’s conviction of, or guilty plea to, a felony, (ii) Consultant’s commission of a fraudulent, illegal or materially dishonest act in connection with Consultant’s engagement by Civitas, as reasonably determined by Civitas’ Board of Directors acting in good faith, or (iii) Consultant’s willful and repeated failure or refusal to attempt to perform Consultant’s duties to Civitas or material breach of this Agreement or any other agreement between Civitas and Consultant.

Expiration/Termination. The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties (the “Term”). Civitas Eleven may terminate this Agreement at any time with or without cause upon not less than ten (10) days’ prior written notice to Consultant (a) at any time for Cause (as defined below) or (b) at any time after Consultant’s commencement of employment with a 3rd party for greater than twenty (20) hours per week. Consultant may terminate this Agreement at any time with or without cause upon not less than thirty sixty (3060) days’ prior written notice to CivitasEleven. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination, provided that, if Civitas terminates this Agreement without Cause, then all consulting fees that would have been paid during the Term had Civitas not terminated the Agreement without Cause, shall be paid to Consultant in one lump sum upon the effective date of the termination of this Agreement. Upon expiration or termination of this Agreement, neither Consultant nor Civitas Eleven will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by CivitasEleven, unless Civitas Eleven specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Civitas Eleven all Work Product made through expiration or termination; (c) Civitas Eleven will pay Consultant any monies due and owing Consultant under this Agreement Consultant, up to the time of termination or expiration, for Consulting Services properly performed and all authorized expenses actually incurred; (d) Consultant will immediately return to Civitas Eleven all Civitas Eleven Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 3, 5, 6, 7, 8, 9 and 10 will survive expiration or termination of this Agreement. For purposes of this Agreement, “Cause” shall mean Consultant’s conviction of, or guilty plea to, a felony, (ii) Consultant’s commission of a fraudulent, illegal or materially dishonest act in connection with Consultant’s engagement by Civitas, as reasonably determined by Civitas’ Board of Directors acting in good faith, or (iii) Consultant’s willful and repeated failure or refusal to attempt to perform Consultant’s duties to Civitas or material breach of this Agreement or any other agreement between Civitas and Consultant.

Expiration/Termination. The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties (the “Term”). Civitas The Company may terminate this Agreement at any time with or without cause upon not less than ten (10) days’ prior written notice to Consultant (a) at any time for Cause (as defined below) or (b) at any time after Consultant’s commencement of employment with a 3rd party for greater than twenty (20) hours per week. Consultant may terminate this Agreement at any time with or without cause upon not less than thirty sixty (3060) days’ prior written notice to Civitasthe Company. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination, provided that, if Civitas terminates this Agreement without Cause, then all consulting fees that would have been paid during the Term had Civitas not terminated the Agreement without Cause, shall be paid to Consultant in one lump sum upon the effective date of the termination of this Agreement. Upon expiration or termination of this Agreement, neither Consultant nor Civitas the Company will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by Civitasthe Company, unless Civitas the Company specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Civitas the Company all Work Product made through expiration or termination; (c) Civitas the Company will pay Consultant any monies due and owing Consultant under this Agreement Consultant, up to the time of termination or expiration, for Consulting Services properly performed and all authorized expenses actually incurred; (d) Consultant will immediately return to Civitas the Company all Civitas Company Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 33 (last sentence), 4, 5, 6, 7, 8, 9 9, and 10 and the EU Data Privacy Exhibit will survive expiration or termination of this Agreement. For purposes of this Agreement, “Cause” shall mean Consultant’s conviction of, or guilty plea to, a felony, (ii) Consultant’s commission of a fraudulent, illegal or materially dishonest act in connection with Consultant’s engagement by Civitas, as reasonably determined by Civitas’ Board of Directors acting in good faith, or (iii) Consultant’s willful and repeated failure or refusal to attempt to perform Consultant’s duties to Civitas or material breach of this Agreement or any other agreement between Civitas and Consultant.

Expiration/Termination. The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties (the “Term”). Civitas SESEN may terminate this Agreement upon written notice to Consultant five (a) at any time for Cause (as defined below) or (b) at any time after Consultant’s commencement of employment with a 3rd party for greater than twenty (20) hours per week. Consultant may terminate this Agreement at any time without cause upon not less than thirty (305) days’ prior written notice to CivitasConsultant. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination, provided that, if Civitas terminates this Agreement without Cause, then all consulting fees that would have been paid during the Term had Civitas not terminated the Agreement without Cause, shall be paid to Consultant in one lump sum upon the effective date of the termination of this Agreement. Upon expiration or termination of this Agreement, neither Consultant nor Civitas SESEN will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by CivitasSESEN, unless Civitas SESEN specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Civitas SESEN all Work Product made through expiration or termination; (c) Civitas SESEN will pay Consultant any monies due and owing Consultant under this Agreement Consultant, up to the time of termination or expiration, for Consulting Services properly performed and all authorized expenses actually incurred; (d) Consultant will immediately return to Civitas SESEN all Civitas SESEN Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 3, 5, 6, 7, 8, 9 and 10 will survive expiration or termination of this Agreement; and (f) SESEN will retain its obligations under the Separation Agreement, including, but not limited to any obligation to make a payment to Consultant under Section 4 of the Separation Agreement. For purposes the sake of this clarity, in the event that Consultant does not sign or revokes his signature to that Separation and General Release Agreement between Consultant and SESEN dated the same date hereof (“Separation Agreement”), “Cause” shall mean Consultant’s conviction of, or guilty plea to, a felony, (ii) Consultant’s commission of a fraudulent, illegal or materially dishonest act in connection with Consultant’s engagement by Civitas, as reasonably determined by Civitas’ Board of Directors acting in good faith, or (iii) Consultant’s willful and repeated failure or refusal to attempt to perform Consultant’s duties to Civitas or material breach of this Agreement or any other agreement between Civitas shall be deemed null and Consultantvoid.

Expiration/Termination. The term of Deciphera’s engagement of Consultant pursuant to this Agreement (the “Engagement”) will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 12 or extended by mutual written agreement of the parties (the “Term”). Civitas Deciphera may terminate this Agreement upon written notice to Consultant (a) the Engagement at any time for Cause (as defined below) with or (b) at any time after Consultant’s commencement of employment with a 3rd party for greater than twenty (20) hours per week. Consultant may terminate this Agreement at any time without cause upon not less than thirty ten (3010) days’ prior written notice to CivitasConsultant. Consultant may terminate the Engagement at any time with or without cause upon not less than sixty (60) days’ Exhibit 10.1 prior written notice to Deciphera. Any expiration or other termination of this Agreement the Term shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination, provided that, if Civitas terminates this Agreement without Cause, then all consulting fees that would have been paid during the Term had Civitas not terminated the Agreement without Cause, shall be paid to Consultant in one lump sum upon the effective date of the termination of this Agreement. Upon expiration or other termination of this Agreementthe Term, neither Consultant nor Civitas Deciphera will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by CivitasDeciphera, unless Civitas Deciphera specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Civitas Deciphera all Work Product made through expiration or terminationother termination of the Term; (c) Civitas Deciphera will pay Consultant any monies due and owing Consultant under this Agreement Consultant, up to the time of expiration or other termination of the Term, for Consulting Services properly performed and all authorized expenses actually incurred; (d) Consultant will immediately return to Civitas Deciphera all Civitas Deciphera Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 3, 5, 6, 7, 8, 9 9, 10 and 10 13.2 to 13.11 inclusive will survive expiration or other termination of this Agreement. For purposes of this Agreement, “Cause” shall mean Consultant’s conviction of, or guilty plea to, a felony, (ii) Consultant’s commission of a fraudulent, illegal or materially dishonest act in connection with Consultant’s engagement by Civitas, as reasonably determined by Civitas’ Board of Directors acting in good faith, or (iii) Consultant’s willful and repeated failure or refusal to attempt to perform Consultant’s duties to Civitas or material breach of this Agreement or any other agreement between Civitas and Consultantthe Term.

Expiration/Termination. The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms ExhibitSOW, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties (the “Term”). Civitas may terminate this Agreement upon written notice to Consultant (a) at any time for Cause (as defined below) or (b) at any time after Consultant’s commencement of employment with a 3rd party for greater than twenty (20) hours per week. Consultant Astria may terminate this Agreement at any time with or without cause upon not less than thirty (30) days’ prior written notice to CivitasConsultant. Consultant may terminate this Agreement at any time with or without cause upon not less than thirty (30) days’ prior written notice to Astria. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination, provided that, if Civitas terminates this Agreement without Cause, then all consulting fees that would have been paid during the Term had Civitas not terminated the Agreement without Cause, shall be paid to Consultant in one lump sum upon the effective date of the termination of this Agreement. Upon expiration or termination of this Agreement, neither Consultant nor Civitas Astria will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by CivitasAstria, unless Civitas Astria specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Civitas Astria all Work Product made through expiration or termination; (c) Civitas Astria will pay Consultant any monies due and owing Consultant under this Agreement Consultant, up to the time of termination or expiration, for Consulting Services properly performed and all authorized expenses actually incurred; (d) Consultant will immediately return to Civitas Astria all Civitas Astria Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 32.1 (last sentence), 2.2, 3 (last sentence), 4, 5, 6, 7, 8, 9 9, and 10 and the DPA (if applicable) will survive expiration or termination of this Agreement. For purposes of this Agreement, “Cause” shall mean Consultant’s conviction of, or guilty plea to, a felony, (ii) Consultant’s commission of a fraudulent, illegal or materially dishonest act in connection with Consultant’s engagement by Civitas, as reasonably determined by Civitas’ Board of Directors acting in good faith, or (iii) Consultant’s willful and repeated failure or refusal to attempt to perform Consultant’s duties to Civitas or material breach of this Agreement or any other agreement between Civitas and Consultant.

Expiration/Termination. The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” as set forth under Section of the Business Terms Exhibit1, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties Parties (the “Term”). Civitas BeiGene may terminate this Agreement at any time with or without cause upon not less than ten (10) days’ prior written notice to Consultant (a) at any time for Cause (as defined below) or (b) at any time after Consultant’s commencement of employment with a 3rd party for greater than twenty (20) hours per week. Consultant may terminate this Agreement at any time with or without cause upon not less than thirty sixty (3060) days’ prior written notice to CivitasBeiGene. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party Party that has accrued prior to the effective date of expiration or termination, provided that, if Civitas terminates this Agreement without Cause, then all consulting fees that would have been paid during the Term had Civitas not terminated the Agreement without Cause, shall be paid to Consultant in one lump sum upon the effective date of the termination of this Agreement. Upon expiration or termination of this Agreement, neither Consultant nor Civitas BeiGene will have any further obligations under this Agreement, except that (ai) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by CivitasBeiGene, unless Civitas BeiGene specifies in the notice of termination that Consulting Services in progress should be completed; (bii) Consultant will deliver to Civitas BeiGene all Work Product made through expiration or termination; (ciii) Civitas BeiGene will pay Consultant any monies due and owing Consultant under this Agreement Consultant, up to the time of termination or expiration, for Consulting Services properly performed and all authorized authorized, non-cancelable expenses actually incurredincurred that cannot be mitigated; (div) Consultant will immediately return to Civitas BeiGene all Civitas BeiGene Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (ev) the terms, conditions conditions, and obligations under Sections 3, 5, 6, 7, 8, 9 9, 10 and 10 11, and all other sections which by their nature shall survive expiration or termination of this Agreement, will survive expiration or termination of this Agreement. For purposes of this Agreement, “Cause” shall mean Consultant’s conviction of, or guilty plea to, a felony, (ii) Consultant’s commission of a fraudulent, illegal or materially dishonest act in connection with Consultant’s engagement by Civitas, as reasonably determined by Civitas’ Board of Directors acting in good faith, or (iii) Consultant’s willful and repeated failure or refusal to attempt to perform Consultant’s duties to Civitas or material breach of this Agreement or any other agreement between Civitas and Consultant.

Expiration/Termination. The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties (the “Term”). Civitas Eleven may terminate this Agreement at any time with or without cause upon not less than ten (10) days’ prior written notice to Consultant (a) at any time for Cause (as defined below) or (b) at any time after Consultant’s commencement of employment with a 3rd party for greater than twenty (20) hours per week. Consultant may terminate this Agreement at any time with or without cause upon not less than thirty (30) days’ days prior written notice to CivitasEleven. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination, provided that, if Civitas terminates this Agreement without Cause, then all consulting fees that would have been paid during the Term had Civitas not terminated the Agreement without Cause, shall be paid to Consultant in one lump sum upon the effective date of the termination of this Agreement. Upon expiration or termination of this Agreement, neither Consultant nor Civitas Eleven will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by CivitasEleven, unless Civitas Eleven specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Civitas Eleven all Work Product made through expiration or termination; (c) Civitas Eleven will pay Consultant any monies due and owing Consultant under this Agreement Consultant, up to the time of termination or expiration, for Consulting Services properly performed and all authorized expenses actually incurred; (d) Consultant will immediately return to Civitas Eleven all Civitas Eleven Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 3, 5, 6, 7, 8, 9 and 10 will survive expiration or termination of this Agreement. For purposes of this Agreement, “Cause” shall mean Consultant’s conviction of, or guilty plea to, a felony, (ii) Consultant’s commission of a fraudulent, illegal or materially dishonest act in connection with Consultant’s engagement by Civitas, as reasonably determined by Civitas’ Board of Directors acting in good faith, or (iii) Consultant’s willful and repeated failure or refusal to attempt to perform Consultant’s duties to Civitas or material breach of this Agreement or any other agreement between Civitas and Consultant.

Expiration/Termination. The term of Deciphera’s engagement of Consultant pursuant to this Agreement (the “Engagement”) will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 12 or extended by mutual written agreement of the parties (the “Term”). Civitas Deciphera may terminate this Agreement upon written notice to Consultant (a) the Engagement at any time for Cause (as defined below) with or (b) at any time after Consultant’s commencement of employment with a 3rd party for greater than twenty (20) hours per week. Consultant may terminate this Agreement at any time without cause upon not less than thirty ten (3010) days’ prior written notice to CivitasConsultant. Consultant may terminate the Engagement at any time with or without cause upon not less than sixty (60) days’ prior written notice to Deciphera. Any expiration or other termination of this Agreement the Term shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination, provided that, if Civitas terminates this Agreement without Cause, then all consulting fees that would have been paid during the Term had Civitas not terminated the Agreement without Cause, shall be paid to Consultant in one lump sum upon the effective date of the termination of this Agreement. Upon expiration or other termination of this Agreementthe Term, neither Consultant nor Civitas Deciphera will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by CivitasDeciphera, unless Civitas Deciphera specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Civitas Deciphera all Work Product made through expiration or terminationother termination of the Term; (c) Civitas Deciphera will pay Consultant any monies due and owing Consultant under this Agreement Consultant, up to the time of expiration or other termination of the Term, for Consulting Services properly performed and all authorized expenses actually incurred; (d) Consultant will immediately return to Civitas Deciphera all Civitas Deciphera Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 3, 5, 6, 7, 8, 9 9, 10 and 10 13.2 to 13.11 inclusive will survive expiration or other termination of this Agreement. For purposes of this Agreement, “Cause” shall mean Consultant’s conviction of, or guilty plea to, a felony, (ii) Consultant’s commission of a fraudulent, illegal or materially dishonest act in connection with Consultant’s engagement by Civitas, as reasonably determined by Civitas’ Board of Directors acting in good faith, or (iii) Consultant’s willful and repeated failure or refusal to attempt to perform Consultant’s duties to Civitas or material breach of this Agreement or any other agreement between Civitas and Consultantthe Term.

Expiration/Termination. The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties Parties (the “Term”). Civitas Subject to BeiGene’s early termination right set forth in Section 12, BeiGene may terminate this Agreement at any time with or without cause upon not less than ten (10) days’ prior written notice to Consultant (a) at any time for Cause (as defined below) or (b) at any time after Consultant’s commencement of employment with a 3rd party for greater than twenty (20) hours per week. Consultant may terminate this Agreement at any time with or without cause upon not less than thirty sixty (3060) days’ prior written notice to CivitasBeiGene. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party Party that has accrued prior to the effective date of expiration or termination, provided that, if Civitas terminates this Agreement without Cause, then all consulting fees that would have been paid during the Term had Civitas not terminated the Agreement without Cause, shall be paid to Consultant in one lump sum upon the effective date of the termination of this Agreement. Upon expiration or termination of this Agreement, neither Consultant nor Civitas BeiGene will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by CivitasBeiGene, unless Civitas BeiGene specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Civitas BeiGene all Work Product made through expiration or termination; (c) Civitas BeiGene will pay Consultant any monies due and owing Consultant under this Agreement Consultant, up to the time of termination or expiration, for Consulting Services properly performed and all authorized authorized, non-cancelable expenses actually incurredincurred that cannot be mitigated; (d) Consultant will immediately return to Civitas BeiGene all Civitas BeiGene Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions conditions, and obligations under Sections 3, 5, 6, 7, 8, 9 9, 10, 11 and 10 13, and all other sections which by their nature shall survive expiration or termination of this Agreement, will survive expiration or termination of this Agreement. For purposes of this Agreement, “Cause” shall mean Consultant’s conviction of, or guilty plea to, a felony, (ii) Consultant’s commission of a fraudulent, illegal or materially dishonest act in connection with Consultant’s engagement by Civitas, as reasonably determined by Civitas’ Board of Directors acting in good faith, or (iii) Consultant’s willful and repeated failure or refusal to attempt to perform Consultant’s duties to Civitas or material breach of this Agreement or any other agreement between Civitas and Consultant.

Expiration/Termination. The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” "Term of Engagement" Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 8 or extended by mutual written agreement of the parties (the “"Term”"). Civitas may terminate this Agreement upon written notice to Consultant (a) at any time for Cause (as defined below) or (b) at any time after Consultant’s commencement of employment with a 3rd party for greater than twenty (20) hours per week. Consultant Company may terminate this Agreement at any time with or without cause upon not less than thirty (30) days’ ' prior written notice to CivitasConsultant. Consultant may terminate this Agreement at any time with or without cause upon not less than thirty (30) days' prior written notice to Company. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination, provided that, if Civitas terminates this Agreement without Cause, then all consulting fees that would have been paid during the Term had Civitas not terminated the Agreement without Cause, shall be paid to Consultant in one lump sum upon the effective date of the termination of this Agreement. Upon expiration or termination of this Agreement, neither Consultant nor Civitas Company will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by CivitasCompany, unless Civitas Company specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Civitas all Work Product made through expiration or termination; (c) Civitas Company will pay Consultant any accrued monies due and owing Consultant under this Agreement Consultant, up to the time of termination or expiration, for Consulting Services properly performed and all authorized expenses actually incurred; (c) unless this Agreement is terminated for cause by Company within sixty (60) days of the Effective Date, Company shall have a surviving obligation to pay Consultant the Transaction Bonus as outlined in the Business Terms Exhibit, irrespective of whether or not a Broker-Dealer was engaged ​ ​ CONFIDENTIAL 3 ​ ​ by Company, if a Transaction is consummated within 15 months of the expiration or termination date and this Agreement was not terminated by Company for cause; (d) upon Company's request, Consultant will immediately return to Civitas promptly destroy all Civitas Materials and other Confidential Information and copies thereof provided to Consultant under this AgreementAgreement with the exception of (i) one (1) copy of any such Confidential Information that shall be securely isolated by Consultant solely for the purposes of compliance with this Agreement and (ii) any ordinary course of business electronic archival back-up copies of such Confidential Information securely maintained by the Consultant; and (e) the terms, conditions and obligations under Sections 34, 5, 6, 7, 8, 9 and 10 will survive expiration or termination of this Agreement. For purposes clarity, the last sentence of Section 4 will not survive expiration or termination of this Agreement, “Cause” shall mean Consultant’s conviction of, or guilty plea to, a felony, (ii) Consultant’s commission of a fraudulent, illegal or materially dishonest act in connection with Consultant’s engagement by Civitas, as reasonably determined by Civitas’ Board of Directors acting in good faith, or (iii) Consultant’s willful and repeated failure or refusal to attempt to perform Consultant’s duties to Civitas or material breach of this Agreement or any other agreement between Civitas and Consultant.

Expiration/Termination. The term of this This Agreement will commence on the Effective Date and expire at continue for the end of the period Term specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties (the “Term”)parties. Civitas 2seventy bio may terminate this Agreement upon written notice to for breach by Consultant (a) at any time for Cause (as defined below) or (b) at any time after Consultant’s commencement of employment with a 3rd party for greater than twenty (20) hours per weektime. Consultant may terminate this Agreement at any time without cause upon not less than thirty ten (3010) days’ prior written notice to Civitasnotice. The Parties may terminate this Agreement at any time by mutual consent. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination, provided that, if Civitas terminates this Agreement without Cause, then all consulting fees that would have been paid during the Term had Civitas not terminated the Agreement without Cause, shall be paid to Consultant in one lump sum upon the effective date of the termination of this Agreement. Upon expiration or termination of this Agreement, neither Consultant nor Civitas 2seventy bio will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by Civitas2seventy bio, unless Civitas 2seventy bio specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Civitas 2seventy bio all Work Product made through expiration or termination; (c) Civitas 2seventy bio will pay Consultant any monies due and owing Consultant under this Agreement and Consultant, up to the time of termination or expiration, all authorized expenses actually incurred; (d) Consultant will immediately return to Civitas 2seventy bio all Civitas 2seventy bio Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 3, 5, 6, 7, 8, 9 and 10 will survive expiration or termination of this Agreement. For purposes of this Agreement, “Cause” shall mean Consultant’s conviction of, or guilty plea to, a felony, (ii) Consultant’s commission of a fraudulent, illegal or materially dishonest act in connection with Consultant’s engagement by Civitas, as reasonably determined by Civitas’ Board of Directors acting in good faith, or (iii) Consultant’s willful and repeated failure or refusal to attempt to perform Consultant’s duties to Civitas or material breach of this Agreement or any other agreement between Civitas and Consultant.