Common use of Material Breach Clause in Contracts

Material Breach. In the event that either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages.

Material Breach. In the event that (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided provided, that (ai) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (bii) with respect to any alleged breach by Eikon AbbVie of its diligence obligations set forth in Section 4.1.25.2 or Section 5.7.2, Impact Morphic shall first provide written notice thereof to Eikon AbbVie and the Parties shall meet within [***] after delivery of such notice to Eikon AbbVie to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Productbreach, which discussions shall must be concluded before Impact Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by ImpactMorphic) and (ciii) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement 13.5 within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 12.2.1(a) shall be tolled and until the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion final resolution of the [***] dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period remaining as of the date shall commence upon such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties)final resolution. It is understood that termination pursuant to this Section 13.2.1 12.2.1 shall be a remedy of last resort and may be invoked only in the case where if the breach cannot be reasonably remedied by the payment of money damages. (b) Notwithstanding Section 12.2.1(a), if any uncured material breach by AbbVie of any of its material obligations under Section 5.2 or, if applicable, Section 5.7.2 is with respect to (i) one (1) or more, but not all, of the countries in the Territory for which it has diligence obligations under Section 5.2 or, if applicable, Section 5.7.2 or (ii) one (1) or more, but not all, Included Targets, Morphic shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the country(ies) or Included Targets for which such material breach and failure to cure applies; provided that if such uncured material breach is with respect to one (1) or more Included Target(s) in any Major European Market, Morphic may terminate this Agreement with respect to such Included Target(s) in all countries of the European Union.

Material Breach. In the event that either (a) Either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition may suspend a license to any other right and remedy a particular Licensed ▇▇▇▇ upon written notice to the other Party that such other Party is in material breach of this Agreement with respect to use of such Licensed ▇▇▇▇. Such suspension shall automatically take effect if the other Party does not cure the breach within thirty (30) days of such notice; provided, that the “Non-Breaching Party”) may have, the Non-Breaching licensor Party may terminate this Agreement by providing [***] (such license if the “Notice Period”) prior written notice (other Party has not used all commercially reasonable efforts to promptly cure such breach during such period. Such suspension shall remain in effect until the “Termination Notice”) licensor Party acknowledges that the breach has been cured to its reasonable satisfaction, such acknowledgement not to be unreasonably withheld. In no event shall such suspension or termination apply to the Breaching Party and specifying the breach and its claim use of right Licensed Marks by a licensee where such use is required by any applicable Laws, subject to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions Party’s continued efforts to cure such breach within and cooperate with such other Party in connection therewith. Notwithstanding the Notice Period and thereafter diligently continues foregoing, in the event there is a Dispute with respect to whether the licensee Party is in a material breach of this Agreement or failed to timely cure such actions)a breach, the licensor Party may not suspend or terminate the license under this Agreement until after the final resolution of the Dispute in favor of the licensor Party pursuant to Article XI, provided that, the foregoing shall not prelude the licensor Party from pursuing its rights under Section 11.5. (b) With respect to the licenses granted in Article V, MetLife may terminate any license with respect to MetLife Other IP, and Brighthouse may terminate any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, license with respect to Brighthouse Other IP, if the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice other Party does not cure a breach of this Agreement with respect to such alleged breach Intellectual Property, respectively within thirty (for clarity30) days of written notice to such Party; provided that if Brighthouse terminates any license to Brighthouse Other IP hereunder, the Notice Period then MetLife and its Affiliates shall not commence prior be relieved of its obligations under any Transaction Document, if any, solely to the conclusion of extent that such good faith discussions and obligation is dependent upon a license to such Brighthouse Other IP to which the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination license is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesterminated.

Material Breach. It is the parties’ express intent that consideration shall first and foremost be given to remedying any breach of this Agreement through the payment of monetary damages or such other legal or equitable remedies as shall be appropriate under the circumstances, as decided, in each case, according to the provisions of Section 17.7, and that there shall only be a limited right to terminate the Research Program and/or a party’s license rights under this Agreement under the following circumstances as a matter of last resort. In the event that either Party the Neutral (as defined in Exhibit 17.7), in accordance with the procedures set forth in Section 17.7, has rendered a ruling that a party has materially breached this Agreement, which ruling specified the remedies imposed on such breaching party for such breach (the “Breaching PartyAdverse Ruling”), and the breaching party has failed to comply with the terms of the Adverse Ruling within the time period specified therein for compliance, or if such compliance cannot be fully achieved by such date, the breaching party has failed to commence compliance and/or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, then the non-breaching party shall have the following rights: (a) materially breaches any of its where the breaching party failed to comply with an Adverse Ruling and where the basis for such breach is the breaching party’s failure to abide by a material obligations obligation under this Agreement (other than the obligation to develop a Development Compound or an Abandoned Compound, or to commercialize a Product pursuant to the provisions of Article 9 of this Agreement), the non-breaching party may terminate the Research Program and the breaching party’s license rights hereunder by delivering written notice to the breaching party after the expiration of the period during which the breaching party was to comply, in addition which event the non-breaching party’s license rights hereunder shall continue in effect in accordance with this Agreement and, if ▇▇▇▇▇▇ is the breaching party, all Research Compounds and Lead Compounds then under consideration by the JRC shall be treated as Abandoned Research/Lead Compounds and all Candidate Compounds, Development Compounds and Products will be treated in the same manner as a Candidate Compound that ▇▇▇▇▇▇ has elected not to any other right develop under Section 9.1 above; (b) where ▇▇▇▇▇▇ is the breaching party and remedy ▇▇▇▇▇▇ failed to comply with an Adverse Ruling and where the other Party basis for such breach is ▇▇▇▇▇▇’▇ failure to develop a Development Compound or to commercialize a Product in one or more Major Countries, Icagen may, upon written notice given after the expiration of the period to comply, terminate ▇▇▇▇▇▇’▇ license rights with respect to such Development Compound or Product, but only in those Major Countries covered by such Adverse Ruling (except that, in the “Non-Breaching Party”case of (x) may havea failure by ▇▇▇▇▇▇ to develop a Development Compound or (y) a failure by ▇▇▇▇▇▇ to commercialize a Product in at least one Major Country (i.e., the Non-Breaching Party if ▇▇▇▇▇▇ has commercialized such Product in one or more Major Countries then (y) is not applicable), Icagen may terminate this Agreement by providing [***] ▇▇▇▇▇▇’▇ license rights with respect to such Development Compound or Product throughout the Territory and, in such event, such Development Compound or Product will be treated in the same manner as a Candidate Compound that ▇▇▇▇▇▇ has elected not to develop under Section 9.1 above); (c) where the “Notice Period”) prior breaching party failed to comply with an Adverse Ruling, and such Adverse Ruling required the payment of monetary damages, then the non-breaching party shall have a right of set off against any milestones or royalties due hereunder to the extent of such monetary damages without any limitation. Where the breaching party failed to comply with an Adverse Ruling, and such Adverse Ruling required the breaching party to cease any activity or take any action, then the non-breaching party may, upon written notice (the a “Termination Section 13.2(c) Notice”) to the Breaching Party and specifying breaching party after the breach and its claim expiration of right the period to terminate; provided that comply: (ai) reduce by [**] percent ([**]%) the termination shall not become effective at amounts thereafter payable by the end non-breaching party to the breaching party hereunder as milestones pursuant to Section 6.2 and royalties (after application of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions all credits as provided herein) pursuant to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) Section 6.4 or 6.5 with respect to any alleged breach Development Compound or Abandoned Compound (or resulting Product); (ii) place any payable milestone(s) and royalties in escrow with a commercial bank until such time as the breaching party is in compliance with such Adverse Ruling; and (iii) pursue enforcement of the Adverse Ruling in a court of competent jurisdiction. If the court enforces the Adverse Ruling against the breaching party in a judgment that is final and not appealed or subject to further appeal (a “Final Court Ruling”), the breaching party shall have sixty (60) days to abide by Eikon the Final Court Ruling. If the breaching party fails to abide by the Final Court Ruling enforcing the Adverse Ruling within such sixty (60) day period, then the non-breaching party shall keep all royalties and milestones held in escrow and shall make no further milestone and/or royalty payments to the breaching party. If the breaching party complies with the Adverse Ruling prior to the issuance of its diligence obligations set forth the Final Court Ruling or abides by such Final Court Ruling enforcing the Adverse Ruling, then the non-breaching party shall remit to the breaching party any milestone(s) and/or royalties held in Section 4.1.2escrow and shall resume the payment of full royalties and milestones as provided in this Agreement, Impact shall first provide written notice thereof to Eikon and the Parties breaching party shall meet within reimburse the non-breaching party for all costs and expenses incurred by the non-breaching party in connection with the ADR in which the Adverse Ruling was issued and the ensuing court proceedings. If the court refuses to enforce the Adverse Ruling, the non-breaching party (i) shall remit to the breaching party any milestone(s) and/or royalties held in escrow, (ii) shall pay to the breaching party the [**] percent ([*] after delivery *]%) of such notice to Eikon to discuss milestone(s) and/or royalties withheld by the non-breaching party as provided above, (iii) shall resume the payment of full royalties and milestones as provided in good faith such alleged breach this Agreement, and Eikon(iv) shall reimburse the breaching party for all costs and expenses incurred by the breaching party in connection with the ADR in which the Adverse Ruling was issued and the ensuing court proceedings; and (d) for clarity, since Icagen’s Development or Commercialization plans, as applicable, exclusive obligations with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior development of Abandoned Compounds and to the conclusion commercialization of such good faith discussions Products, and the subsequent issuance ▇▇▇▇▇▇’▇ exclusive remedies for any breach by Icagen of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedurethose obligations, the cure period are set forth in Sections 9.1(h) and 9.1(i)(B), this Section 13.2.1 shall be tolled and the termination shall become effective only if 13.2 is inapplicable to any such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesbreach.

Material Breach. In If either party believes that the event that either Party other party has materially breached its obligations hereunder, then the non-breaching party (the “Breaching PartyAccuser”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written shall give notice (the “Termination Breach Notice”) to the Breaching Party breaching party (“Accused”), setting forth in detail the basis for the belief (“Accusation”) and specifying indicating that the Accused must cure said breach and its claim of right to terminate; provided that within 30 days (“Cure Period”). (a) If the termination Accused, in good faith denies the Accusation, then the Accused shall not become effective at give notice within the end Cure Period to the Accuser demanding an arbitration of whether there has been a material breach of this Agreement. Such arbitration shall be conducted in accordance with Section 11.7 hereof and the parties agree, in good faith, to commence the arbitration within 60 days of the Breach Notice Period if the Breaching Party cures the breach specified and participate in the Termination Notice during arbitration in a “time is the Notice Period (or, if such breach cannot be cured within essence of the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), arbitration” basis. (b) If the Accused agrees with respect to any alleged breach the Breach Notice and cures the Material Breach within the Cure Period, no further action will be required by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and either party. (c) if either Party initiates If the Accused agrees with the Breach Notice, but the breach is not curable within the Cure Period and the Accused is making diligent efforts to cure the breach during the Cure Period (“Good Faith Cure Efforts”), the parties shall continue to operate under the terms and conditions of this Agreement. If after the exercise of such Good Faith Cure Efforts, the Accused shall be unable to cure the breach within 60 days from the Breach Notice, the Accuser shall, in good faith, extend the time in which to cure the breach, upon request of the Accused. In the event the Accuser does not extend the time in which to cure the breach, the Accused shall be entitled to arbitrate pursuant to Section 11.7 whether the Accused is entitled to an extension in order to cure the breach. (d) It is the intent of the parties that in the event of a dispute resolution procedure under Section 14.5 as permitted under material breach hereunder, the Accused shall the have the opportunity to a full determination of whether there was a material breach, before this Agreement within [***] following the end terminates. If as a result of the Notice Period to resolve the dispute for which termination arbitration, there is being sought and is diligently pursuing such procedurea finding (“Finding”) of a material breach, the cure period set forth in this Section 13.2.1 Accuser shall be tolled entitled to terminate this Agreement and the termination applicable section of Article 9 shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesgovern.

Material Breach. In Subject to the event that last sentence of Section 3.1.2, if either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in material breach of one (1) or more of its obligations under this Agreement, then the Non-Breaching Party may havedeliver notice of such breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it is in material breach of one (1) or more of its obligations under this Agreement, then if the Breaching Party fails to cure such breach, or fails to take steps as would be considered reasonable to effectively cure such breach, within […***…] after receipt of the Default Notice, or if such compliance cannot be fully achieved within such […***…] period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior upon written notice (the “Termination Notice”) to the Breaching Party. If the Breaching Party and specifying Disputes that it is in material breach of one (1) of its obligations under this Agreement, the breach and its claim of right Dispute shall be resolved pursuant to terminate; provided that (a) the termination shall not become effective at the end Section 13.8. If, as a result of the Notice Period application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one (1) or more of its obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party cures fails to complete the breach actions specified in by the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions Adverse Ruling to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within […***…] after delivery of such notice to Eikon to discuss in good faith ruling, or if such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall compliance cannot be concluded before Impact may issue any Termination Notice with respect to fully achieved within such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within […***…] following the end of the Notice Period to resolve the dispute for which termination is being sought period and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions has failed to cure such breach within such period and commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter diligently continues such actions as is reasonably possible, then the Non-Breaching Party may terminate this Agreement upon written notice to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesBreaching Party.

Material Breach. In 15.3.1.1. Subject to Section 15.3.2, Surface will have the event that either Party (the “Breaching Party”) materially breaches any of its material obligations under right to terminate this Agreement, on an Option Target-by-Option Target basis or Licensed Target-by-Licensed Target basis, upon delivery of written notice to Novartis in addition to the event of any other right material breach by Novartis of any terms and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate conditions of this Agreement in a manner that fundamentally frustrates the transactions contemplated by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) this Agreement with respect to the Breaching Party and specifying the breach and its claim of right to terminate; such Target, provided that (a) the such termination shall will not become be effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be has been cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery written notice thereof is given by Surface to Novartis specifying the nature of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarityor, the Notice Period shall if such default cannot commence prior to the conclusion of be cured within such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement [***] period, within [***] following the end of the Notice Period after such notice if Novartis commences actions to resolve the dispute for which termination is being sought and is diligently pursuing cure such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if default within such breach remains uncured for the longer of (i) [***] period and (ii) thereafter diligently continues such actions, but fails to cure the portion default by the end of such [***]; provided, however, that to the extent such material breach involves the failure to make a payment when due, such breach must be cured within [***] cure period remaining as after written notice thereof is given by Surface to Novartis. 15.3.1.2. Subject to Section 15.3.2, Novartis will have the right to terminate this Agreement, on an Option Target-by-Option Target basis or Licensed Target-by-Licensed Target basis, upon delivery of written notice to Surface in the event of any material breach by Surface of any terms and conditions of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Target, provided that such termination will not be effective if such breach has been cured within [***] after CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. written notice thereof is given by Novartis to Surface specifying the nature of the date such cure period was tolled pursuant to clause (c) alleged breach (or, if the breach such default cannot be cured within such [***] period, within [***] after such notice if the Breaching Party Surface commences actions to cure such breach default within such [***] period and thereafter diligently continues such actions actions, but fails to cure the default by the end of such [***]; provided, however, that to the extent such material breach involves the failure to make a payment when due, such breach must be cured within the time period agreed [***] after written notice thereof is given by the Parties). It is understood that termination pursuant Novartis to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesSurface.

Material Breach. In the event that either Party (the “Breaching Party”) materially breaches any commits a material breach of its material representations, warranties or obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement (a) on a Licensed Target by Licensed Target and country by country basis, to the extent that such material breach relates to Licensed Product(s) directed against such Licensed Target(s) in such country(ies) or (b) in its entirety only if such material breach fundamentally frustrates the objectives or transactions contemplated by this Agreement taken as a whole. If a Party elects to exercise such right to terminate, it shall do so by providing [***] written notice of the alleged breach (the “"Notice Period”) prior written notice (the “Termination Notice”of Breach") to the Breaching Party breaching Party. If such material breach pertains to the payment of undisputed amounts payable under this Agreement and specifying remains uncured for *** after the breach and its claim breaching Party's receipt of right to terminate; provided that (a) the termination shall not become effective at the end such Notice of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (Breach or, if such material breach canpertains to another material breach (other than for non-payment) and remains uncured for *** after the breaching Party's receipt of such Notice of Breach, then the non-breaching Party may terminate this Agreement, as and to the extent permitted in (a) or (b) above, on *** notice by giving a written notice of termination ("Notice of Termination") to the breaching Party; provided, however, that if such breach (other than for non-payment) is not be cured susceptible to cure within the Notice Periodinitial *** period and the breaching Party uses continuous, if the Breaching Party commences actions diligent, good faith efforts to cure such breach, it shall document such efforts by written notice to the non-breaching Party on or before the end of such *** period, and the stated cure period will be extended by an additional ***. This Agreement shall be deemed terminated (as and to the extent permitted in (a) or (b) above) *** after the breaching Party's receipt of such Notice of Termination, unless the breaching Party has fully cured the breach prior to the expiration of such *** period. In the event that Trubion is the breaching Party and fails to cure any such material breach within the applicable time period(s) set forth above, Wyeth, within *** after the expiration of the cure period for such breach, may elect, in lieu of terminating this Agreement, by written notice to Trubion (a "Notice Period and thereafter diligently continues such actionsof Modification"), to modify the terms of this Agreement, as (band only to the extent) provided in Section 9.8, on a Licensed Target-by-Licensed Target and country-by-country basis (but only to the extent such material breach relates to Licensed Product(s) directed against such Licensed Target(s) in such country(ies)), in which event, Wyeth shall be deemed to have waived its right to terminate this Agreement under this Section 9.5 with respect to any alleged breach by Eikon of its diligence obligations set forth such Licensed Target(s) in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, country(ies) only with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect material breach giving rise to such alleged breach (for clarityaction under this Section 9.5. Notwithstanding the foregoing, the Notice Period a Party shall not commence prior to the conclusion be in breach of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted its obligations under this Agreement within [***] following to the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if extent that such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed caused by the Parties). It is understood that termination pursuant other Party's failure to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesperform its obligations hereunder.

Material Breach. If either party believes that the other party has materially breached its obligations hereunder, then the non-breaching party ("Accuser") shall give notice ("Breach Notice") to the breaching party ("Accused"), setting forth in detail the basis for the belief ("Accusation") and indicating that the Accused must cure said breach within 30 days ("Cure Period"). (a) If the Accused, in good faith denies the Accusation, then the Accused shall give notice within the Cure Period to the Accuser demanding an arbitration of whether there has been a material breach of this Agreement. Such arbitration shall be conducted in accordance with Section 11.7 hereof and the parties agree, in good faith, to commence the arbitration within 60 days of the Breach Notice and participate in the arbitration in a "time is the essence of the arbitration" basis. (b) If the Accused agrees with the Breach Notice and cures the Material Breach within the Cure Period, no further action will be required by either party. (c) If the Accused agrees with the Breach Notice, but the breach is not curable within the Cure Period and the Accused is making diligent efforts to cure the breach during the Cure Period ("Good Faith Cure Efforts"), the parties shall continue to operate under the terms and conditions of this Agreement. If after the exercise of such Good Faith Cure Efforts, the Accused shall be unable to cure the breach within 60 days from the Breach Notice, the Accuser shall, in good faith, extend the time in which to cure the breach, upon request of the Accused. In the event that either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, Accuser does not extend the time in addition which to any other right and remedy cure the other Party (the “Non-Breaching Party”) may havebreach, the Non-Breaching Party may Accused shall be entitled to arbitrate pursuant to Section 11.7 whether the Accused is entitled to an extension in order to cure the breach. (d) It is the intent of the parties that in the event of a material breach hereunder, the Accused shall the have the opportunity to a full determination of whether there was a material breach, before this Agreement terminates. If as a result of arbitration, there is a finding ("Finding") of a material breach, the Accuser shall be entitled to terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties applicable section of Article 9 shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesgovern.

Material Breach. (i) In the event that either Party (the “Breaching Party”) materially breaches any Warrant Holder is in breach of its material obligations under this Warrant Agreement, in addition and such breach is not cured to any other right and remedy the other Party (reasonable satisfaction of the “Non-Breaching Party”) may haveCompany within 30 days after delivering notice of such breach to the Warrant Holder, the Non-Breaching Party Company may terminate this Warrant Agreement by providing [***] (the “Notice Period”) prior written immediately and without further notice (the “Termination Notice”) to the Breaching Party Warrant Holder. Concurrent with any such termination by the Company, this Warrant Agreement, and specifying all unexercised Warrants issued hereunder, shall automatically terminate, be canceled and of no further force and effect. In addition, upon any such termination by the Company, the Warrant Holder shall pay the Company, as liquidated damages for Warrant Holder's material breach of this Warrant Agreement and its claim not as a penalty, the sum of right to terminate; provided that (a1) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or$1,000,000, if such breach cannot be cured within the Notice Periodtermination is effected before December 31, 1999, or (2) $500,000, if such termination is effected on or after December 31, 1999 and before December 31, 2000. Any such payment shall be made in immediately available funds within thirty days from the Breaching Party commences actions to cure date of any termination of this Warrant Agreement by the Company permitted by this Section 9(a). (ii) In the event that the Company is in breach of its material obligations under Section 4(c) of this Warrant Agreement, and such breach is not cured to the reasonable satisfaction of the Warrant Holder within thirty (30) days after delivering notice of such breach to the Notice Period Company, the Warrant Holder may thereupon terminate the parties rights and thereafter diligently continues such actions)obligations under Section 4(c) hereof; provided, (b) with respect to any alleged that if the Company repeats a material breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written after notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedureCompany's cure thereof, the cure period set forth in this Section 13.2.1 for such repeated breach shall be tolled five (5) days and provided further that upon the occurrence of any second repeated breach, the Warrant Holder may immediately exercise its termination rights hereunder. Upon any such termination, Warrant Holder shall become effective only if such breach remains uncured for retain all of its rights under this Warrant Agreement with respect to its then vested Warrants but all the longer of (i) [***] then unvested warrants shall immediately terminate and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesexpire.

Material Breach. In the event that either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, Without prejudice and in addition to any other right and contractual remedy the other non-breaching Party (the “Non-Breaching Party”) may havehave under this Agreement, the such Non-Breaching Party may terminate this Agreement in writing, in its entirety or on a country- by-country basis in the Licensed Territory, if the other Party commits a material breach of this Agreement (the “Breaching Party”) by providing written notice to the Breaching Party, which notice will, in each case (A) expressly reference this Section 21.2, (B) reasonably describe the alleged breach which is the basis of such termination, and (C) clearly state the Non-Breaching Party’s intent to terminate this Agreement if the alleged breach is not cured within the applicable cure period set forth in the notice, which cure period will not in any event be less than [***] [***] (the “Notice Period”or for material breaches of payment obligations, [***] ) prior after such written notice of the breach is received by the Breaching Party. Notwithstanding the foregoing, (1) if such material breach, by its nature, is curable, but is not reasonably curable within the “Termination Notice”) to applicable cure period, then such cure period will be extended if the Breaching Party provides a written plan for curing such breach to the Non-Breaching Party and specifying uses Commercially Reasonable Efforts to cure such breach in accordance with such written plan; provided, however, that no such extension will exceed [***] without the written consent of the Non-Breaching Party; and (2) if the Breaching Party disputes (x) whether it has materially breached this Agreement, (y) whether such material breach is reasonably curable within the applicable cure period, or (z) whether it has cured such material breach within the applicable cure period, the dispute will be resolved pursuant to Section 24.1, this Agreement may not be terminated, Apollomics may not elect its option under Section 22.2 and its claim the Parties shall continue to perform all of right their respective obligations hereunder during the pendency of such dispute resolution procedure. The termination or Apollomics’ election pursuant to terminate; provided that (a) the termination shall not Section 22.2 will become effective at the end of the Notice Period if applicable cure period unless the Breaching Party cures the such breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to applicable cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages.

Material Breach. In the event that (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may havebelieves that the other Party (the “Breaching Party”) has materially breached one or more of its material obligations under this Agreement, then the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written deliver notice (the “Termination Notice”) of such material breach to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (aa “Default Notice”). (b) the termination shall not become effective at the end of the Notice Period if If the Breaching Party cures does not dispute that it has committed a material breach of one or more of its material obligations under this Agreement, then with respect to a breach of a payment obligation (including the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Periodfailure by a Party to pay its share of Development Costs or to bear its share of an Operating Loss), if the Breaching Party commences actions fails to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] days after delivery receipt of such notice the Default Notice, then, notwithstanding anything to Eikon to discuss in good faith such alleged breach and Eikon’s Development the contrary herein, upon the election of the Non-Breaching Party the New Collaboration Compound or Commercialization plans, as applicable, Joint Product with respect to which such payment breach applies shall cease (unless and until the applicable Licensed ProductBreaching Party opts in to joint Development of such New Collaboration Compound as provided below) to be a jointly Developed New Collaboration Compound or Joint Product in the relevant Profit Share Region, which discussions as the case may be and thereafter shall be concluded before Impact may issue any Termination Notice solely a New Collaboration Compound or Unilateral Product for which the Non-Breaching Party is the Participating Party with rights to continue to Develop and Commercialize unilaterally at its cost; provided, however, that the Breaching Party shall have the right to opt in to the joint Development of a New Collaboration Compound by (i) exercising its Pre-Phase II Opt-In, Pre-Phase III Opt-In or EOP3 Opt-In with respect to such alleged breach Collaboration Compound, but only to the extent such opt-in rights have not expired in with respect to such New Collaboration Compound in accordance with Article 5 and (for clarity, ii) paying to the Notice Period Non-Breaching Party simultaneously with the applicable opt-in payment an amount equal to [***] percent ([***]%) of the original breached payment. The Breaching Party shall not commence prior have the right to opt-in to joint Development of any New Collaboration Compound after the conclusion of Pre-Phase II Opt-In, Pre-Phase III Opt-In and EOP3 Opt-In for such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and New Collaboration Compound have expired. (c) if either If the Breaching Party initiates disputes that it has materially breached one of its material obligations under this Agreement, the dispute shall be resolved pursuant to Section 17.6. If, as a result of the application of such dispute resolution procedure under Section 14.5 as permitted procedures, the Breaching Party is determined to be in material breach of one or more of its material obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such material breach within [***] following days after such ruling with respect to a breach of a payment obligation, then the end Non-Breaching Party shall have the remedy set forth in Section 16.4(b) (which shall not be an exclusive remedy), upon written notice to the Breaching Party. Subject to Section 16.5, exercise of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period rights set forth in this Section 13.2.1 16.4 shall not limit remedies that may otherwise be tolled and available to the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Non-Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damageslaw or equity.

Material Breach. This Agreement may be terminated by either Party upon the material default of this Agreement by the other Party. In the event that either of such material default by a Party (the “Breaching Defaulting Party”) materially breaches any of its material obligations under this Agreement), in addition to any other right and remedy the other Party (the “Non-Breaching Defaulting Party”) may haveshall give the Defaulting Party written notice of the default and its election to terminate this Agreement at the expiration of a cure period of twenty (20) days for payment default and thirty (30) days for non-payment defaults from the date of the notice. If the Defaulting Party fails to cure the default within the applicable grace period, or if such default is incapable of being cured within such grace period (expressly excluding payment defaults) and the Defaulting Party has failed within such period to take actions that are reasonably likely to cure such default, provided that in no event shall such default continue beyond one hundred fifty (150) days, then the Non-Breaching Defaulting Party may terminate this Agreement by providing [***] (the “Notice Period”) prior giving written notice (the “Termination Notice”) to the Breaching Defaulting Party. The termination will be effective upon Defaulting Party’s receipt of such termination notice. All termination rights shall be in addition to and not in substitution for any other remedies that may be available to the Non-Defaulting Party. Termination pursuant to this section will not relieve the Defaulting Party from liability and specifying damages to the breach and its claim Non-Defaulting Party for default. Waiver by either Party of a single default or a succession of defaults will not deprive such Party of any right to terminate; provided that (a) terminate this Agreement arising by reason of any subsequent default. Notwithstanding the termination foregoing, PII shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified be considered in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted material default under this Agreement within if such material default results from a Licensed Product Manufacturing Failure. [***] following Confidential treatment requested; certain information omitted and filed separately with the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesSEC.

Material Breach. In the event that either Party a 7&8 Entity or Eikon (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party may have, Eikon (with respect to a breach by any 7&8 Entity) or Parent (with respect to a breach by ▇▇▇▇▇) (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to Eikon, in the case Eikon is the Breaching Party Party, or Parent, in the case that a 7&8 Entity is the Breaching Party, and specifying the breach and its claim of right to terminate; provided that (ai) the termination shall will not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach default cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (bii) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.24.1.3, Impact shall Parent will first provide written notice thereof to Eikon and the Parties shall Alliance Managers will meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Clinical Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall will be concluded before Impact Parent may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall will not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by ImpactParent) and (ciii) if either Party Eikon or Parent initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement an arbitration proceeding within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such proceduresought, the cure period set forth in this Section 13.2.1 shall 12.2.1 will be tolled and the termination shall will become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion after delivery of the [***] cure period remaining as final written decision of the date such cure period was tolled pursuant to clause (c) arbitration tribunal (or, if the breach cannot be cured within such [***] period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Partiesactions). It is understood that termination pursuant to this Section 13.2.1 shall 12.2.1 will be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages.

Material Breach. In the event that either Party (the “Breaching a) If a Party”: (i) materially breaches this Agreement in a manner which cannot be cured; (ii) materially breaches this Agreement in a manner that can be cured and such Party has failed to take steps to begin to cure within ninety (90) days following written notice of breach by the Party or Parties affected by the breach or is not diligently pursuing a cure thereafter; or (iii) is subject to a petition for relief under any bankruptcy legislation, or makes an assignment for the benefit of its material obligations under this Agreementcreditors, in addition or is subject to any other right the appointment of a receiver for all or a substantial part of the Party’s assets, and remedy the other Party such petition, assignment or appointment, if involuntary, is not dismissed or vacated within ninety (the 90) days (each an “Non-Breaching PartyInsolvency Event”) may have), then, on each such occasion, the Nonnon-Breaching breaching Party may terminate this Agreement by providing [***] shall have the right to exercise one or more of the following remedies: (the “Notice Period”x) prior upon written notice (by the “Termination Notice”) non-breaching Party to the Breaching breaching Party and specifying the breach and its claim within thirty (30) days of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period applicable cure period (if any) (assuming that the Breaching non-breaching Party cures has not already given such a notice upon the occurrence of a prior material, uncured breach specified in by the Termination Notice during breaching Party), the Notice Period (or, if non-breaching Party shall have the right to seek monetary damages for such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such material breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations limitations set forth in Section 4.1.214 hereof and/or equitable relief to prevent such material breach from continuing or occurring again in the future; and, Impact at its option, the non-breaching Party shall first provide have the right to terminate the rights of the breaching Party hereunder upon written notice thereof to Eikon and breaching Party; provided, however, that in the Parties shall meet within [***] after delivery of such notice to Eikon to discuss event the alleged breaching Party in good faith such alleged breach and Eikon’s Development or Commercialization planschallenges the allegation of breach, as applicable, with respect to then the applicable Licensed Product, which discussions matter shall be concluded before Impact may issue any Termination Notice resolved in accordance with respect to such alleged breach (for claritySection 15.8, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 13.2(a)(ii), which shall be tolled and the termination reduced to 30 days, shall become effective only if commence upon a decision pursuant to Section 15.8 that such breach remains uncured has occurred. Notwithstanding the foregoing, if Chembio shall be enjoined from supplying HIV Products to Inverness because of a lawsuit regarding Intellectual Property Rights of a Third Party, or Inverness shall be enjoined from selling HIV Products because of a lawsuit regarding Intellectual Property Rights of a Third Party, and such injunction shall in either case cause a material breach of this Agreement, the non-breaching Party shall not have the right to seek monetary damages for such material breach. Notwithstanding the longer of (i) [***] and (ii) foregoing, the portion obligations of the [***] cure period remaining as breaching Party, including the licenses granted and appointments made hereunder to the non-breaching Parties shall continue unless both non-breaching Parties agree that such licenses and appointments shall terminate. (b) In the event of a material breach by Chembio, SDS shall have the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions right to cure such breach within breach, and Chembio will fully cooperate with SDS, at its own cost, in such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagescure.

Material Breach. Subject to the other terms of this Agreement, this Agreement and the rights granted herein may be terminated by either Vividion or Celgene (a) on a Program-by-Program basis prior to Celgene’s exercise of its Opt-In Right for such Program, for the event material breach of this Agreement in a manner that either fundamentally frustrates the transactions contemplated by this Agreement taken as a whole (each, a “Material Breach”) by the other Party of this Agreement with respect to such Program, or (b) on a Program-by-Program basis after Celgene’s exercise of its Opt-In Right for such Program, if all Development & Commercialization Agreements for such Program are terminated for Material Breach by a Party; provided in each of (a) or (b) that the breaching Party has not cured such breach within ninety (90) days after the date of written notice to the breaching Party of such breach (or thirty (30) days in the case of a breach as a result of non-payment of any amounts due under this Agreement or a Development & Commercialization Agreement, as applicable) (the “Breaching Cure Period”), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party”) materially breaches any of its material obligations under this Agreement, in addition ’s intention to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (with respect to a given Program, pursuant to this Section 11.3.1 with respect to such Program. For clarity, but subject to Section 11.3.2, the “Notice Period”) prior written notice (the “Termination Notice”) Cure Period for any allegation made in good faith as to the Breaching Party and specifying the breach and its claim of right a Material Breach under this Agreement with respect to terminate; provided that a given Program for events described in subsections (a) or (b) of this Section 11.3.1 will run from the date that written notice was first provided to the breaching Party by the non-breaching Party. Any such termination of this Agreement with respect to a given Program under this Section 11.3.1 shall not become effective at the end of the Notice Period if Cure Period, unless the Breaching breaching Party cures has cured any such breach or default prior to the breach specified in the Termination Notice during the Notice Period (expiration of such Cure Period, or, if such breach canis not be cured susceptible to cure within the Notice Cure Period, then the non-breaching Party’s right of termination shall be suspended only if and for so long as the Breaching breaching Party commences actions has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such breach plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party within two hundred twenty-five (225) days after the Notice Period and thereafter diligently continues such actions)date that written notice was first provided to the breaching Party by the non-breaching Party. For the avoidance of doubt, termination of any particular Program(s) pursuant to this Section 11.3.1 shall not terminate (bi) this Agreement with respect to any alleged breach by Eikon other Program(s) or (ii) any Development & Commercialization Agreement for any other Program. The Parties understand and agree that the totality of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, this Agreement with respect to a given Program, and the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice totality of the circumstances with respect to such alleged this Agreement with respect to a given Program, will be taken into account and assessed as a whole for purposes of determining whether a breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted is material under this Agreement within [***] following the end of the Notice Period with respect to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesgiven Program.

Material Breach. In Either Party may (but is not required to and without limitation of any other right or remedy such Party may have) terminate this Agreement for material breach by the event that either other Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy Agreement if the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing has not cured such breach within [***] days after notice thereof (such period, the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that , other than (a) the termination shall not become effective at the end with respect to a breach of a payment obligation, in which case the Notice Period if the Breaching Party cures the shall be [***] days, (b) with respect to a breach specified in the Termination Notice during the Notice Period (or, if such breach that cannot be cured within the Notice Period, if Period and the Breaching Party commences actions to cure such breach within the Notice Period, in which case the Notice Period and shall be tolled (provided, that the Breaching Party thereafter diligently continues such actions), (bc) with respect to a material breach by Licensee that is limited to [***] hereunder, in which case, subject to the remainder of this Section 13.3.1, MTI shall only have the right to terminate this Agreement with respect to such Exclusive License or (d) with respect to any alleged breach by Eikon Licensee of its diligence obligations set forth in Section 4.1.25.1, Impact in which case MTI shall first provide written notice thereof to Eikon Licensee and the Parties shall meet within [***] days after delivery of such notice to Eikon Licensee to discuss in good faith such alleged breach and EikonLicensee’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact MTI may issue any Termination Notice such termination notice with respect to such alleged breach (for claritybreach; provided, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) that if either Party initiates a dispute resolution procedure under Section 14.5 19.3 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought within [***] days following the end of the Notice Period and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 Notice Period shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) days after the portion final resolution of the [***] cure period remaining as of the date dispute through such cure period was tolled pursuant to clause (c) dispute resolution procedure (or, if the breach cannot be cured within such [***] day period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Partiesactions). It is understood that termination pursuant to this Section 13.2.1 13.3.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages.

Material Breach. (a) In the event that either Party (the “Breaching Party”) materially breaches any of its WuXi’s material obligations under breach of this Agreement, Arcus may deliver notice of such breach to WuXi, such notice containing full details of said breach. In such notice, Arcus shall identify (acting reasonably and in addition good faith) examples of the actions or conduct that Arcus would consider to any other right and remedy the other Party (the “Non-Breaching Party”) may be an acceptable cure of such breach. WuXi shall have, the Non-Breaching Party may terminate this Agreement by providing subject to Section 10.2.2(c), [***] (the “Notice Period”) prior written notice (the “Termination Notice”) days to the Breaching Party and specifying the breach and its claim of right cure such breach. Subject to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (orSection 10.2.2(c), if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions WuXi fails to cure such breach within the Notice Period and thereafter diligently continues such actions)Cure Period, Arcus may terminate this Agreement upon written notice to WuXi. (b) with respect to any alleged breach by Eikon In the event of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within Arcus’: [***] after delivery WuXi may deliver notice of such breach to Arcus, such notice to Eikon to discuss containing full details of said breach. In such notice, WuXi shall identify (acting reasonably and in good faith such alleged breach and Eikon’s Development faith) examples of the actions or Commercialization plans, as applicable, with respect conduct that WuXi would consider to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion an acceptable cure of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under breach. Arcus shall have, subject to Section 14.5 as permitted under this Agreement within 10.2.2(c), [***] following the end of the Notice Period days to resolve the dispute for which termination is being sought and is diligently pursuing cure such procedure, the cure period set forth in this breach. Subject to Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or10.2.2(c), if the breach cannot be cured within such period, if the Breaching Party commences actions Arcus fails to cure such breach within such [***] day period, then WuXi may terminate this Agreement, upon written notice to Arcus. (c) If a Party gives notice of termination under Section 10.2.2(a) or Section 10.2.2(b) and the other Party disputes in writing prior to the end of the applicable cure period and whether such notice was proper, then the issues of whether a breach has occurred shall be resolved in accordance with Section 11.4. If as a result of such dispute resolution process it is determined that the notice of breach was proper, then such termination shall be deemed to have been effective if the breaching Party fails thereafter diligently continues such actions to cure such breach in accordance with the determination made in the resolution process within the time applicable cure period agreed by set forth in Section 10.2.2(a) or Section 10.2.2(b), as applicable, using its best efforts to do so following such determination. If as a result of such dispute resolution process it is determined that the Parties)notice of breach was improper, then no termination shall have occurred and this Agreement shall have remained in effect. It is understood that termination pursuant to All of the terms and conditions of this Section 13.2.1 Agreement shall be a remedy remain in full force and effect during the pendency of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagessuch dispute resolution process.

Material Breach. In the event that either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Either Party may terminate this Agreement by providing Agreement, effective upon (i) [**] Calendar Days written notice to the other Party for any failure to pay any amounts when due under this Agreement or (ii) [*] (the “Notice Period”) Calendar Days prior written notice (the “Termination Notice”) to the Breaching other Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (orcase of any other breach of this Agreement, if such breach cannot be cured within the Notice Periodrespectively, if the Breaching other Party commences actions fails to pay any amounts when due under this Agreement or commits a material breach of this Agreement and fails to cure such breach within by the Notice Period and thereafter diligently continues end of such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [**] or [*] after delivery of such notice Calendar Day period, respectively; provided, however, that (i) failure to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted pay amounts due under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing Calendar Days after such procedure, the cure period payments are due (as set forth in Section 4.2) shall in any event, and without limitation of any other rights or remedies available to Cempra under this Agreement, relieve Cempra of any further obligation to perform under this Agreement until all outstanding payments are brought current, and, should Cempra elect in writing to require reasonable security, Toyama shall also have provided reasonable security for future payment as required by Cempra. Notwithstanding anything to the contrary, Toyama shall only be entitled under this Section 13.2.1 shall be tolled and the termination shall become effective only 10.2(a) to terminate this Agreement for (X) any uncured failure by Cempra to deliver Supplied Compounds or Clinical Supply, respectively, in accordance with Orders properly placed under this Agreement if such breach remains uncured for the longer of (i) [*], or [*], and (Y) with respect to whichever of Supplied [*] Confidential treatment requested; certain information omitted and (ii) filed separately with the portion SEC. Compound or Clinical Supply was the subject of Cempra’s uncured supply failure that caused, or was reasonably anticipated by Toyama to be the cause, of such material adverse effect, and this Agreement may remain in effect with respect to whichever of the [***] cure period remaining as Supplied Compound or Clinical Supply was not the subject of such uncured supply failure by Cempra, at the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy option of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesToyama.

Material Breach. In Upon a material breach of this Agreement by Endo on the event that either Party one hand, or EpiCept on the other hand (in such capacity, the “"Breaching Party”) materially breaches any of its material obligations under this Agreement"), in addition to any other right and remedy the other Party (in such capacity, the “"Non-Breaching Party”") may haveprovide written notice (a "Breach Notice") to the Breaching Party specifying the material breach. If the Breaching Party fails to cure such material breach during the forty-five (45) day period (or, if applicable, such longer period, but not to exceed ninety (90) days, as would be reasonably necessary for a diligent party to cure such material breach, provided the Breaching Party has commenced and continues its diligent efforts to cure during the initial forty-five (45) day period following the date on which the Breach Notice is provided), then the Non-Breaching Party may terminate this Agreement by providing [***] (on a Licensed Product-by-Licensed Product and country-by-country basis with respect to the “Notice Period”) prior written notice (Licensed Product and country to which the “Termination Notice”) to breach relates. If Endo is the Breaching Party and specifying the material breach and its claim of right relates to terminate; provided that (athe LidoPAIN(R) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified BP Product in the Termination Notice during the Notice Period (or, if such breach cannot be cured a particular country within the Notice Period, if the Breaching Party commences actions Territory and EpiCept has elected to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) terminate this Agreement with respect to the LidoPAIN(R) BP Product in such country, the exclusivity restrictions pursuant to Section 2.3 with respect to such country shall no longer be applicable with respect to the LidoPAIN(R) BP Product. Notwithstanding the foregoing, the cure period for any alleged failure by Endo to make Milestone Payments or Royalty payments due hereunder shall be forty-five (45) days; provided further, however, that the failure by Endo to make any such payment shall not be considered a breach by Eikon to the extent that such payment is the subject of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in a good faith such alleged dispute by Endo. For the purposes of this Section 9.2, material breach and Eikon’s Development or Commercialization plans, as applicable, shall mean a breach which materially adversely affects the rights under this Agreement of the other Party with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only Product in the case where applicable country in the breach cannot be reasonably remedied by the payment of money damagesTerritory.

Material Breach. In the event that If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached its obligations under this Agreement, then the Non-Breaching Party may havedeliver notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach of its obligations under this Agreement and fails to cure such breach within [*] days after receipt of the Default Notice, or if such breach is not capable of being cured during such [*]-day period, or the Breaching Party fails to commence actions within such [*]-day period to cure such breach and thereafter diligently continue such actions, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior in its entirety upon written notice (the “Termination Notice”) to the Breaching Party and specifying Party. In the breach and its claim event that after the receipt of right to terminate; provided that (a) the termination shall not become effective at the end of the a Default Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement 12.8 within [***] following the end days of receipt of the Default Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedureregarding the alleged material breach, then the cure period set forth in this Section 13.2.1 11.2.1 shall be tolled and the termination shall become effective only if it is determined through the dispute resolution procedures in Section 12.8 that the Breaching Party has committed a material breach of its obligations under this Agreement and the Breaching Party fails to cure such breach remains uncured for the longer of (i) within [***] and (ii) days after the portion issuance of the such determination, or if such breach is not capable of being cured during such [*]-day period, or the Breaching Party fails to commence actions within such [**] ]-day period to cure period remaining as of such breach and thereafter diligently continue such actions. Notwithstanding the date such cure period was tolled foregoing, the Parties agree that termination pursuant to clause (c) (or, this Section 11.2.1 is a remedy to be invoked only if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period adequately remedied through a combination of specific performance and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages.

Material Breach. (a) In the event that either Party (the “Breaching Party”) Spectrum materially breaches any of its material obligations under this Agreement, in addition and fails to any other right and remedy the other Party cure such breach within sixty (the “Non-Breaching Party”60) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior days of receipt of written notice (the “Termination Notice”) to the Breaching Party and thereof specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (ordetail from Allergan, if unless such breach cannot be cured within the Notice Periodsixty (60) day period, if the Breaching Party commences actions in which case Spectrum shall have undertaken good faith efforts to cure such breach within such sixty (60) day period and diligently prosecuted such cure to prompt completion, then Allergan shall have the Notice Period and thereafter diligently continues right to seek all available remedies under this Agreement, at law or in equity. Notwithstanding the foregoing, termination shall only be available as a remedy for such actions), uncured material breaches by Spectrum if the uncured material breach results in a material adverse impact on Allergan or its Affiliates such that termination is the only reasonable remedy. This Section 13.3(a) shall not limit Allergan’s right to terminate under Section 13.2. (b) with respect In the event that Allergan materially breaches this Agreement, and fails to any alleged cure such breach by Eikon within sixty (60) days of its diligence obligations set forth in Section 4.1.2, Impact shall first provide receipt of written notice thereof to Eikon and specifying the Parties shall meet within [***] after delivery of breach in detail from Spectrum, unless such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such the sixty (60) day period, if the Breaching Party commences actions in which case Allergan shall have undertaken good faith efforts to cure such breach within such sixty (60) day period and thereafter diligently continues prosecuted such actions cure to cure such prompt completion, then Spectrum shall have the right to seek all available remedies under this Agreement, at law or in equity except that Spectrum may not under any circumstance (whether for breach, uncured breach, material breach within or uncured material breach) (i) terminate this Agreement; and/or (ii) seek or enforce injunctive relief which interferes with the time period agreed by scope or use of the Partieslicense granted in Section 2.1(a). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages.

Material Breach. In the event that either Party (the “Breaching Party”a) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Either Party may terminate this Agreement for the material breach of this Agreement by providing the other Party, if such breach remains uncured [***] (days following notice from the “Notice Period”) prior written notice (the “Termination Notice”) non-breaching Party to the Breaching breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (orsuch breach. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), AS AMENDED. DEVELOPMENT AND OPTION AGREEMENT (b) with respect For Targets for which the Commercial Option or Research Option has been exercised, the foregoing Section 9.2(a) applies on a Target-by-Target basis to any alleged the extent that a breach by Eikon relates to specific Targets, and such termination shall be applicable to only those Targets (and its associated Patents, Licensed Antibodies, Licensed Research Antibodies, and Licensed Products) to which the uncured the material breach relates. (c) If there is a good faith dispute as to the existence or cure of its diligence obligations a breach or default pursuant to Section 9.2(a), all applicable cure periods will be tolled during the existence of such good faith dispute and no termination for a breach which is disputed in good faith will become effective until such dispute is resolved pursuant to the process set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon 10.2 and the Parties shall meet within a [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the day cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesoffered thereafter.

Material Breach. In the event that either If there is a: (i) material breach by a Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach which cannot be cured; or (ii) material breach by a Party of this Agreement that can be cured and such Party has failed to take steps to begin to cure the breach within sixty (60) days following written notice specifying the Notice Periodmaterial breach by the Party affected by the breach or is not diligently pursuing a cure thereafter, or (iii) is subject to a petition for relief under any bankruptcy legislation, or makes an assignment for the benefit of creditors, or is subject to the appointment of a receiver for all or substantially part of the Party’s assets, and such petition, assignment or appointment, if involuntary, is not dismissed or vacated within ninety (90) days. then, an Event of Default shall be deemed to have occurred. Upon an Event of Default, the Breaching non-breaching Party commences actions shall have the right to cure exercise one or more of the following remedies upon written notice by the non-breaching Party to the breaching Party within thirty (30) days of an Event of Default (if any) (assuming that the non-breaching Party has not already given such a notice upon the occurrence of a prior material, uncured breach by the breaching Party): (i) to seek monetary damages for such material breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations limitations set forth in Section 4.1.29 hereof; (ii) to seek equitable relief to prevent such material breach from continuing or occurring again in the future; (iii) if the Event of Default can be cured, Impact shall first provide to effect a cure and be reimbursed for the costs incurred or (iv) at its option, to terminate this Agreement upon written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss breaching Party; provided, however, that in the event the alleged breaching Party in good faith such alleged breach and Eikon’s Development or Commercialization planschallenges the allegation of breach, as applicable, with respect to then the applicable Licensed Product, which discussions matter shall be concluded before Impact may issue any Termination Notice resolved in accordance with respect to such alleged breach (for claritySection 10.8, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 8.2(ii), which shall be tolled and the termination reduced to thirty (30) days, shall become effective only if commence upon a decision pursuant to Section 10.8 that such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damageshas occurred.

Material Breach. In the event that either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Either Party may terminate this Agreement by providing [***] upon ninety (the “Notice Period”90) days prior written notice (the “Termination Notice”) to the Breaching other Party and specifying upon the material breach and by the other Party of any of its claim obligations under this Agreement; provided, however, that in the case of a material breach by Auxilium, BTC shall only have the right to terminate; provided terminate this Agreement on a territory-by-territory basis, such that BTC may only terminate this Agreement for (a) the termination shall not become effective at the end Auxilium Territory as a result of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged a material breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, Auxilium with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice Auxilium Territory and/or(b) the Partner Territory as a result of a material breach by Auxilium with respect to the Partner Territory; provided, further, that such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if the other Party shall fail to remedy or cure the breach within such breach remains uncured for ninety (90) day period. Notwithstanding the longer of foregoing, (i) [***] and in the event of a material breach by Auxilium with respect to the Partner Territory, BTC shall simultaneously provide the aforementioned written notice to Partner pursuant to Section 11.3 hereof and, (ii) in the portion of the [***] cure period remaining as of the date further event that Auxilium has not cured such cure period was tolled pursuant to clause breach in such ninety (c90) (or, if the breach cannot be cured within such day period, if such Partner shall have the Breaching Party commences actions right to step-in and, within the ninety (90) day period, remedy or cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to for purposes of this Section 13.2.1 11.3. In the event that (x) Partner is the entity remedying or curing such breach, (y) Partner is not at fault with respect to such material breach, and (z) Partner so requests of BTC in writing in connection with such remedy or cure, BTC shall be promptly grant to Partner a remedy of last resort license under the Licensed Technology and may be invoked only otherwise on the same economic and other terms as are contained in this Agreement covering the Partner Territory in substitution for Auxilium. For clarity, in the case where of a material breach with respect to the breach canAuxilium Territory, any termination of this Agreement shall related solely to the Auxilium Territory and this Agreement shall remain in full force and effect with respect to the Partner Territory. The Parties agree that the step-in rights granted to Partner under this Section 11.3 shall not be reasonably remedied by the payment of money damagesserve as a precedent with respect to any future sublicense agreement.

Material Breach. In Subject to Section 12.3(b), each party shall have the event that either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition right to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement and its obligations hereunder for material breach by providing [***] the other party, which breach remains uncured for sixty (60) days (ten (10) days in the “Notice Period”) prior event of failure to make any payment when due), after written notice (the “Termination Notice”) is provided to the Breaching Party and breaching party specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end nature of the Notice Period if breach in reasonable detail and demanding its cure. In the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (orcase of a non-payment related material breach, if such breach cannot be cured within the Notice Periodsixty (60) day cure period, this Agreement shall not terminate if the Breaching Party commences actions breaching party has made diligent efforts to cure such breach within the Notice sixty (60) day period and this Agreement shall remain in effect for such period after notice of breach as may be reasonable in the circumstances as long as the breaching party continues to use diligent efforts to pursue the cure with a reasonable expectation that cure will be effected as promptly as practicable thereafter. As an alternative to termination of this Agreement in its entirety, in the case of any uncured material breach by Replidyne (other than a breach as described in Section 12.3(b)), Forest may terminate the Replidyne Specialist Promotion Period and thereafter diligently continues such actions)the Pediatrician Promotion Rights, (b) together with respect to any alleged breach by Eikon of its diligence obligations other operational rights, as more fully described, and with consequences set forth forth, in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and 12.5(e). In the Parties shall meet within [***] after delivery of such notice to Eikon to discuss event the parties in good faith such alleged dispute the existence of a material breach and Eikonor a party’s Development or Commercialization plansdiligence in attempting to cure a material breach, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period termination of this Agreement shall not commence prior be deemed to the conclusion of occur unless and until such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute has been referred for resolution procedure under in accordance with Section 14.5 as permitted under this Agreement within [***] following the end 14 hereof, material breach of the Notice Period Agreement or failure to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions make diligent efforts to cure such breach within such period and thereafter diligently continues such actions to cure has been established by an arbitration thereunder and, if such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall can be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied cured by the payment of money damagesor the taking of specific remedial actions, the breaching party does not pay the amount so determined to be due within ten (10) days of receipt of the arbitration decision or otherwise diligently undertake and complete such remedial actions within the timeframe established by such arbitration decision.

Material Breach. In the event that either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Either Party may terminate this Agreement by providing [***] upon ninety (the “Notice Period”90) days prior written notice (the “Termination Notice”) to the Breaching other Party and specifying upon the material breach and by the other Party of any of its claim obligations under this Agreement; provided, however, that in the case of a material breach by Auxilium, BTC shall only have the right to terminate; provided terminate this Agreement on a territory-by-territory basis, such that BTC may only terminate this Agreement for (a) the termination shall not become effective at the end Auxilium Territory as a result of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged a material breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, Auxilium with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice Auxilium Territory and/or (b) the Partner Territory as a result of a material breach by Auxilium with respect to the Partner Territory; provided, further, that such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if the other Party shall fail to remedy or cure the breach within such breach remains uncured for ninety (90) day period. Notwithstanding the longer of foregoing, (i) [***] and in the event of a material breach by Auxilium with respect to the Partner Territory, BTC shall simultaneously provide the aforementioned written notice to Partner pursuant to Section 11.3 hereof and, (ii) in the portion of the [***] cure period remaining as of the date further event that Auxilium has not cured such cure period was tolled pursuant to clause breach in such ninety (c90) (or, if the breach cannot be cured within such day period, if such Partner shall have the Breaching Party commences actions right to step-in and, within the ninety (90) day period, remedy or cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to for purposes of this Section 13.2.1 11.3. In the event that (x) Partner is the entity remedying or curing such breach, (y) Partner is not at fault with respect to such material breach, and (z) Partner so requests of BTC in writing in connection with such remedy or cure, BTC shall be promptly grant to Partner a remedy of last resort license under the Licensed Technology and may be invoked only otherwise on the same economic and other terms as are contained in this Agreement covering the Partner Territory in substitution for Auxilium. For clarity, in the case where of a material breach with respect to the breach canAuxilium Territory, any termination of this Agreement shall related solely to the Auxilium Territory and this Agreement shall remain in full force and effect with respect to the Partner Territory. The Parties agree that the step-in rights granted to Partner under this Section 11.3 shall not be reasonably remedied by the payment of money damagesserve as a precedent with respect to any future sublicense agreement.

Material Breach. In the event that If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one (1) or more of its material obligations under this Agreement, then the Non-Breaching Party may havedeliver notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach of one (1) or more of its material obligations under this Agreement, then if the Breaching Party fails to cure such breach, or fails to take steps as would be considered reasonable to effectively cure such breach, within [*] days after receipt of the Default Notice, or if such compliance cannot be fully achieved within such [*] day period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior upon written notice (the “Termination Notice”) to the Breaching Party. If the Breaching Party and specifying disputes that it has materially breached one (1) of its material obligations under this Agreement, the breach and its claim of right dispute shall be resolved pursuant to terminate; provided that (a) the termination shall not become effective at the end Section 12.6. If, as a result of the Notice Period application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one (1) or more of its material obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party cures fails to complete the actions specified by the Adverse Ruling to cure such material breach specified in the Termination Notice during the Notice Period (orwithin [*] days after such ruling, or if such breach compliance cannot be cured fully achieved within the Notice Period, if such [*] day period and the Breaching Party commences actions has failed to cure such breach within commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, then the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide Non-Breaching Party may terminate this Agreement upon written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesParty.

Material Breach. (a) ALNYLAM, as the licensor under Articles II and III, will have the right to terminate the licenses granted under such Articles, upon written notice to PROTIVA, in the event PROTIVA materially breaches its obligations under this Agreement related to the license granted under Articles II or III and does not remedy such breach within ninety (90) days after receipt of written notice from ALNYLAM specifically identifying the breach and stating that ALNYLAM intends to terminate such licenses if PROTIVA fails to remedy the breach within the ninety (90)-day time period; provided, however, that if PROTIVA disputes in good faith that the claimed breach exists, such 90-day period will not start to run until such dispute has been resolved or can no longer be maintained in good faith. (b) PROTIVA, as the licensor under Article IV, will have the right to terminate the licenses granted under such Article, upon written notice to ALNYLAM, in the event ALNYLAM materially breaches its obligations under this Agreement related to the license granted under Article IV and does not remedy such breach within ninety (90) days after receipt of written notice from PROTIVA specifically identifying the breach and stating that PROTIVA intends to terminate such licenses if ALNYLAM fails to remedy the breach within the ninety (90)-day time period; provided, however, that if ALNYLAM disputes in good faith that the claimed breach exists, such 90-day period will not start to run until such dispute has been resolved or can no longer be maintained in good faith. (c) In the event that either Party (the “Breaching Party”) ALNYLAM materially breaches its obligations under this Agreement as referenced below, and does not remedy such breach within ninety (90) days after receipt of written notice from PROTIVA specifically identifying the breach, PROTIVA will, in addition to its rights under Section 12.2(b), have the following rights: (i) if ALNYLAM’s material breach is in respect of its obligations arising under Articles II or III of this Agreement, PROTIVA may (A) suspend any obligation to make payments to ALNYLAM due under Articles II or III of this Agreement until such time as the breach is cured and (B) suspend the performance of its obligations under the PLK Research Plan; and/or (C) terminate its obligations under the PLK Research Plan; or (ii) if ALNYLAM’s material breach is in respect of its obligations arising under Articles IV or V of this Agreement, PROTIVA may (A) suspend the performance of its obligations under the R&D Research Plan; and/or (B) terminate its obligations under the R&D Research Plan; provided, however, that if ALNYLAM disputes in good faith that the claimed breach exists, PROTIVA will not exercise its right of termination under clauses (i)(C) or (ii)(B) above until such dispute has been resolved or can no longer be maintained in good faith. Within sixty (60) days after cure of the breach, PROTIVA will pay to ALNYLAM all amounts previously due, but not paid as a result of any suspension of payments. (d) In the event that PROTIVA materially breaches its obligations under this Agreement as described below, and does not remedy such breach within ninety (90) days after receipt of written notice from ALNYLAM specifically identifying the breach, ALNYLAM will, in addition to its rights under Section 12.2(a), have the following rights: (i) if PROTIVA’s material breach is in respect of its obligations arising under Articles IV or V of this Agreement, ALNYLAM may suspend any obligation to make payments to PROTIVA due under Articles IV and V of this Agreement until such time as the breach is cured; and/or (ii) if PROTIVA’s material breach is in respect of its obligations under Articles II or III, ALNYLAM suspend its obligations under Section 3.2 with respect to Targets proposed by PROTIVA. Within sixty (60) days after cure of the breach, ALNYLAM will pay to PROTIVA all amounts previously due, but not paid as a result of any suspension of payments. (e) In the event that TEKMIRA is in breach of any of its material obligations under this Agreement, in addition to any other right and remedy the other Party “Transaction Document” (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”defined below) to which it is a party (other than the Breaching Party Supply Agreement or any Quality Agreement (as such terms are defined in the ALNYLAM-TEKMIRA License Agreement)), by causes and specifying reasons within the control of TEKMIRA, and if the breach and its claim is capable of right to terminate; provided that (a) the termination shall being cured, TEKMIRA has not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period period provided for cure under the applicable Transaction Document or, if greater, ninety (90) days after receiving notice of such breach from the non-breaching Party, and thereafter diligently continues such actions)if, (b) and to the extent that ALNYLAM exercises its rights to terminate any licenses under the ALNYLAM-TEKMIRA License Agreement with respect to any alleged breach by Eikon of Exclusively Licensed Tekmira IP, then ALNYLAM may, in its diligence obligations set forth in Section 4.1.2sole discretion, Impact shall first provide written notice thereof also and concurrently (and to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization planssame extent, as applicablee.g., with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice same “Region” as defined in the ALNYLAM-TEKMIRA License Agreement) terminate the licenses under this Agreement to PROTIVA with respect to such alleged breach (for clarityExclusively Licensed Tekmira IP; provided, however, that, in the event of a good faith dispute with respect to the existence of a material breach, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the applicable cure period set forth in this Section 13.2.1 shall be tolled and until such time as the termination shall become effective only if such breach remains uncured for dispute is resolved pursuant to the longer of (i) [***] and (ii) the portion dispute resolution provisions of the [***] cure period remaining as applicable Transaction Document, or in the absence of any dispute resolution provisions in the applicable Transaction Document, Section 12.6 of the date such cure period was tolled pursuant to clause ALNYLAM-TEKMIRA License Agreement. “Transaction Documents” means the ALNYLAM Subscription Agreement, the ALNYLAM-TEKMIRA License Agreement, the Tekmira-UBC License Agreement, the UBC Sublicense Documents, the Loan Agreement (c) (orall as defined in the ALNYLAM-TEKMIRA License Agreement), if all letter agreements and other documents executed by TEKMIRA in connection with the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period Original ALNYLAM-TEKMIRA License Agreement and thereafter diligently continues such actions to cure such breach within the time period agreed any other documents or agreements that are executed by the Parties). It is understood that termination pursuant to Parties and/or TEKMIRA after the Original Effective Date as contemplated by this Section 13.2.1 shall be a remedy of last resort and may be invoked only in Agreement or the case where the breach cannot be reasonably remedied by the payment of money damagesALNYLAM-TEKMIRA License Agreement.

Material Breach. In the event that Subject to Sections 11.4.2 and 11.4.3, below, this Agreement may be terminated by either Party due to a breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole (each, a “Material Breach”), provided that the breaching Party has not cured such breach within ninety (90) days after receipt of notice of such Material Breach (the “Breaching Cure Period”). Any notice of Material Breach shall describe such breach in reasonable detail and shall state the non-breaching Party”) materially breaches any of its material obligations under this Agreement, in addition ’s intention to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (in its entirety or with respect to one or more Products. Under this Section 11.4.1, after expiration of the “Notice applicable Cure Period”) , unless the breaching Party has cured any such breach or default and notified the non-breaching Party of such cure prior written notice (the “Termination Notice”) to the Breaching expiration of the applicable Cure Period, the non-breaching Party and specifying shall then have the breach and its claim of right to terminate; provided that (a) terminate this Agreement in its entirety or as to the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach particular Product(s), as specified in the Termination Notice during corresponding notice of breach, which termination shall be effective as of the Notice Period date of such notice of termination (oror such later date as the non-breaching Party may designate in such notice of termination). Notwithstanding the foregoing, if such breach cana Material Breach is not be cured susceptible to a complete cure within the Notice applicable Cure Period, then the non-breaching Party’s right of termination shall be suspended only if and for so long as the Breaching breaching Party commences actions has diligently worked to cure the default and has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and the breaching Party commits to and carries out such breach within plan. For the Notice Period and thereafter diligently continues such actions)avoidance of doubt, (b) termination of this Agreement with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impactparticular Product(s) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 11.4.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesterminate this Agreement with respect to any other Product(s).

Material Breach. In Subject to the event that other terms of this Agreement, this Agreement and the rights granted herein may be terminated by either Party (the “Breaching Party”a) materially breaches any on a Program-by-Program basis prior to Celgene’s exercise of its material obligations under this AgreementOption for such Program, in addition to any other right and remedy for the Material Breach by the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate of this Agreement with respect to such Program, or (b) on a Program-by-Program basis after Celgene’s exercise of its Option for such Program, if a Development & Commercialization Agreement for such Program is terminated for Material Breach by providing a Party; provided in each of (a) or (b) that the breaching Party has not cured such breach within [***] after the date of written notice to the breaching Party of such breach (or [***] in the case of a breach as a result of non-payment of any amounts due under this Agreement or a Development & Commercialization Agreement, as applicable) (the “Notice Cure Period”), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Agreement with respect to a given Program, pursuant to this Section 11.2.1 with respect to such Program. For clarity, but subject to Section 11.2.2, the Cure Period for any allegation made in good faith as to a Material Breach under this Agreement with respect to a given Program for events described in Sections 11.2.1(a) prior or (b) will run from the date that written notice (the “Termination Notice”) was first provided to the Breaching breaching Party and specifying by the breach and its claim non-breaching Party. Any such termination of right this Agreement with respect to terminate; provided that (a) the termination a given Program under this Section 11.2.1 shall not become effective at the end of the Notice Period if Cure Period, unless the Breaching breaching Party cures has cured any such breach or default prior to the breach specified in the Termination Notice during the Notice Period (expiration of such Cure Period, or, if such breach canis not be cured susceptible to cure within the Notice Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the Breaching breaching Party commences actions has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such breach within plan is acceptable to the Notice Period non-breaching Party, and thereafter diligently continues the breaching Party commits to and carries out such actions)plan as provided to the non-breaching Party. For the avoidance of doubt, termination of any particular Program(s) pursuant to this Section 11.2.1 shall not terminate (bi) this Agreement with respect to any alleged breach by Eikon other Program(s) or (ii) any Development & Commercialization Agreement for any other Program. The Parties understand and agree that the totality of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, this Agreement with respect to a given Program, and the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice totality of the circumstances with respect to such alleged this Agreement with respect to a given Program, will be taken into account and assessed as a whole for purposes of determining whether a breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted is material under this Agreement within [***] following the end of the Notice Period with respect to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesgiven Program.

Material Breach. In the event that either If a Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing and such breach is not cured within [***] (days after the “Notice Period”) prior written receipt of a notice (of such breach from the “Termination Notice”) other Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end Company’s application requesting confidential treatment under Rule 406 of the Notice Period if the Breaching Securities Act. Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Periodsuch [***]-day period, if the Breaching defaulting Party commences does not commence actions to cure within such breach within the Notice Period period and thereafter diligently continues such actions), (b) the Party not in default may, without limiting any of its other rights under this Agreement, invoke Section 14.4 below; provided, however, that in the event of a good faith dispute with respect to any alleged the existence of a default, the [***]-day cure period will be stayed until the dispute is resolved under Section 14.4. Notwithstanding anything to the contrary in this Agreement, in the event Archemix breaches its obligations under Article 5, and such breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet is not cured within [***] days after delivery Archemix’s receipt of notice of such breach, Isis may terminate this Agreement by providing written notice to Eikon to discuss Archemix; provided, however, that in the event of a good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, dispute with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance existence of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such proceduredefault, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] ]-day cure period remaining as will be stayed until the dispute is resolved under Section 14.4. If either Party materially breaches this Agreement, the other Party shall be entitled to suspend the obligations of the date such cure period was tolled Parties under Sections 3.1, 3.2 and 3.3 and any Collaboration plans then in effect pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties)Section 12.5. It is understood that termination pursuant to this Section 13.2.1 Such suspension shall be without prejudice to any rights or remedies of a remedy Party under such Collaboration plan(s) accruing prior to the date of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagessuspension.

Material Breach. (a) In the event that either Party (the “Breaching Party”) materially breaches any a material breach of its material obligations under this Agreement, the non-breaching Party may deliver notice of such breach to the breaching Party, such notice containing full details of said breach. In such notice, the non-breaching Party shall identify (acting reasonably and in addition good faith) examples of the actions or conduct that such Party would consider to any other right and remedy the other be an acceptable cure of such breach. The breaching Party (the “Non-Breaching Party”) may shall have, the Non-Breaching Party may terminate this Agreement by providing subject to Section 10.2.2(b), [***] days to cure such breach (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified [***] days in the Termination Notice during the Notice Period (or, if such case of a Party’s breach cannot be cured within the Notice Periodof its payment obligations). Subject to Section 10.2.2(b), if the Breaching Party commences actions receiving notice of breach fails to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development day period or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following day period (as applicable), the Party originally delivering the notice may terminate this Agreement upon written notice to the other Party. (b) If a Party gives notice of termination under Section 10.2.2(a) and the other Party disputes in writing prior to the end of the Notice Period applicable cure period whether such notice was proper, then the issues of whether a breach has occurred shall be resolved in accordance with Section 11.5. If as a result of such dispute resolution process it is determined that the notice of breach was proper, then such termination shall be deemed to resolve have been effective if the dispute for which termination is being sought and is diligently pursuing breaching Party fails thereafter to cure such procedure, breach in accordance with the determination made in the resolution process within the applicable cure period set forth in this Section 13.2.1 shall be tolled and 10.2.2(a) following such determination. If as a result of such dispute resolution process it is determined that the notice of breach was improper, then no termination shall become effective only if such breach remains uncured for the longer of (i) [***] have occurred and (ii) the portion this Agreement shall have remained in effect. All of the [***] cure period remaining as terms and conditions of this Agreement shall remain in full force and effect during the date pendency of such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesdispute resolution process.

Material Breach. In the event that If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in breach of one or more of its material obligations under this Agreement, then the Non-Breaching Party may havedeliver notice of such breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it is in breach of one or more of its material obligations under this Agreement, then if the Breaching Party fails to cure such breach, or fails to take steps as would be considered reasonable to effectively cure such breach, within […***…] ([…***…]) days after receipt of the Default Notice, or if such compliance cannot be fully achieved within such […***…] ([…***…]) day period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior upon written notice (the “Termination Notice”) to the Breaching Party. If the Breaching Party and specifying disputes that it is in breach of one of its material obligations under this Agreement, the breach and its claim of right dispute shall be resolved pursuant to terminate; provided that (a) the termination shall not become effective at the end Section 13.8. If, as a result of the Notice Period application of such dispute resolution procedures, the Breaching Party is determined to be in breach of one or more of its material obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party cures fails to complete the breach actions specified in by the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions Adverse Ruling to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within […***…] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within […***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing …]) days after such procedureruling, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only or if such breach remains uncured for the longer of (i) compliance cannot be fully achieved within such […***…] and (ii) the portion of the […***] cure …]) day period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if and the Breaching Party commences actions has failed to cure such breach within such period and commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter diligently continues such actions as is reasonably possible, then the Non-Breaching Party may terminate this Agreement upon written notice to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesBreaching Party.

Material Breach. In the event that either Party (the “Breaching Party”) materially breaches any shall be in material breach of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement in its entirety or on a country-by-country basis with respect to the country affected by such breach by providing [**] ([**] in the case of a breach of a payment obligation) (the “Notice Period”) prior written notice (the “Termination Material Breach Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (ai) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Material Breach Notice during the Notice Period (or, if such default is not a breach of a payment obligation and cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (bii) with respect to any alleged breach by Eikon a Party of its diligence obligations set forth herein (with respect to Sanofi, in Section 4.1.2any of Sections 3.1.2(iii), Impact 3.1.4, 3.2.1(vii) and 4.2, and with respect to Lexicon, in any of Sections 3.1.2(iii), 3.1.4 and 4.2), the Non-Breaching Party shall first provide written notice thereof to Eikon the Breaching Party and the Parties shall meet within [***] after delivery of such notice to Eikon the Breaching Party to discuss in good faith such alleged breach and Eikonthe Breaching Party’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact the Non-Breaching Party may issue any Termination Material Breach Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Material Breach Notice by Impactthe Non-Breaching Party) and (ciii) if either Party initiates a dispute resolution procedure under Section 14.5 13.5.1 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 12.3.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) after the portion final resolution of the [***] cure period remaining as of the date dispute through such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesdispute resolution procedure.

Material Breach. (a) In the event that either Party (the “Breaching Party”) materially breaches any of its a material obligations under breach of this Agreement, in addition the non-breaching Party may deliver notice of such breach to any other right and remedy the other breaching Party, such notice containing the material details of said breach to the extent known to the non-breaching Party. The breaching Party (the “Non-Breaching Party”) may shall have, the Non-Breaching Party may terminate this Agreement by providing subject to Section 10.2.2(b), [***] (the “Notice Period”) prior written notice (the “Termination Notice”) Business Days to the Breaching Party and specifying the cure such breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified [***] Business Days in the Termination Notice during the Notice Period (or, if such case of a Party’s breach cannot be cured within the Notice Periodof its payment obligations). Subject to Section 10.2.2(b), if the Breaching Party commences actions receiving notice of breach fails to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development Business Day period or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following Business Day period (as applicable), the Party originally delivering the notice may terminate this Agreement upon written notice to the other Party, provided, that if the breach applies only to a given country, the non-breaching Party may only terminate this Agreement with respect to such country and thereafter, in the case of a breach by Mersana, the Territory shall no longer include the country in which such termination has occurred. (b) If a Party gives notice of breach under Section 10.2.2(a) and the other Party, acting in good faith, disputes in writing prior to the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the applicable cure period set forth in this Section 13.2.1 whether such notice was proper, then the issue of whether a material breach has occurred shall be tolled and resolved in accordance with Section 11.7. If as a result of such dispute resolution process it is determined that the termination notice of breach was proper, then such notice shall become be deemed to have been effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching breaching Party commences actions fails thereafter to cure such breach within such period and thereafter diligently continues such actions to cure such breach in accordance with the determination made in the resolution process within the time applicable cure period agreed by following such determination. If as a result of such dispute resolution process it is determined that the Parties). It is understood that termination pursuant to this Section 13.2.1 notice of breach was improper, then no such notice shall be a remedy deemed to have been effective and this Agreement shall remained in effect. All of last resort the terms and may be invoked only conditions of this Agreement shall remain in full force and effect during the case where the breach cannot be reasonably remedied by the payment pendency of money damagessuch dispute resolution process.

Material Breach. In (i) Either Party may terminate the Agreement on a Target-by-Target basis in the event that either of an uncured material breach by the other Party (the “Breaching Party”) materially breaches any of its material obligations under this AgreementAgreement (other than a breach by Spark of any payment obligation or Diligence Obligation (defined below) hereunder) with respect to such Target, in addition each case, by giving written notice to any other right and remedy the other Party (specifying the “Non-Breaching Party”) may have, nature of the Non-Breaching material breach. If such breach has been cured by such breaching Party may terminate this Agreement by providing within [***] (after the “Notice Period”) prior written date of such notice (the “Termination NoticeCure Period”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the ), such termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if occur. If such breach canhas not be been cured by the breaching Party within the Notice Cure Period, if then the Breaching non-breaching Party commences actions shall be entitled to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) terminate this Agreement with respect to any alleged breach by Eikon such Target with immediate effect upon delivery to the breaching Party of its diligence obligations set forth in Section 4.1.2, Impact shall first provide a written notice thereof to Eikon and of termination; provided, however, that if the Parties shall meet Party accused of materially beaching notifies the accusing Party in writing (i) within the Cure Period, that the accused Party disputes that it is in material breach, or (ii) within [***] after delivery by the accusing Party of a termination notice following the expiration of the Cure Period, based on the accused Party’s failure to cure a material breach, the accused Party contends that it cured such notice material breach within the Cure Period and, in either such case, initiates the dispute resolution procedure set forth in ARTICLE 12 (Dispute Resolution) within such Cure Period or such [***] period (as applicable), then no such termination shall become effective until a final, binding determination pursuant to Eikon to discuss ARTICLE 12 (Dispute Resolution) that the accused Party was in good faith such alleged material breach and Eikon’s Development or Commercialization plans, as applicable, failed to cure such material breach during the Cure Period. (ii) Selecta may terminate this Agreement on a Target-by-Target basis with respect to the applicable Licensed ProductTarget, which discussions shall be concluded before Impact may issue in the event of an uncured breach by Spark of any Termination Notice of its payment obligations under this Agreement with respect to such alleged Target (excluding Spark’s obligations to make Scheduled Payments in accordance with Section 6.1 (Scheduled Payments)) by giving written notice to Spark specifying the nature of the breach. If such breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice has been cured by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement Spark within [***] following of such notice in the end case of a payment breach (the Notice “Payment Cure Period”), such termination shall not occur. If such breach has not been cured by Spark within the Payment Cure Period, then Selecta shall be entitled to terminate this Agreement with respect to such Target with immediate effect upon delivery to Spark of a written notice of termination; provided, however, that if Spark notifies Selecta in writing within the Payment Cure Period to resolve that Spark disputes that it is in breach of a payment obligation and initiates the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period resolution procedure set forth in this Section 13.2.1 shall be tolled and the ARTICLE 12 (Dispute Resolution) within such Payment Cure Period, then no such termination shall become effective only if such breach remains uncured for the longer of (i) until [***] after a final, binding resolution of such dispute (and (ii) the portion determination of the full amount due to Selecta) pursuant to ARTICLE 12 (Dispute Resolution); provided that, if Spark pays Selecta the full amount due within such [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions such termination shall not occur. If Selecta terminates this Agreement with respect to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination a Target pursuant to this Section 13.2.1 shall 9.2(b)(ii) and Spark subsequently breaches any of its payment [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions obligations under this Agreement with respect to a second Target (excluding Spark’s obligations to make Scheduled Payments in accordance with Section 6.1 (Scheduled Payments)), then Selecta will be entitled to terminate this Agreement with respect to such Target or in its entirety, subject to the notice and cure period set forth above. (iii) Selecta may terminate this Agreement, on a remedy Target-by-Target basis with respect to the applicable Target, in the event of last resort an uncured material breach by Spark of its obligations under Section 3.2 (Development Diligence) or Section 4.1 (Commercial Diligence) with respect to such Target (“Diligence Obligations”) in (1) the United States if such breach relates to the United States, (2) the European Union if such breach relates to the European Union, (3) Japan if such breach relates to Japan and may be invoked only (4) in all countries other than Japan if such breach relates to both the United States and the European Union, in each case by giving written notice to Spark specifying the nature of the breach. If such breach has been cured by Spark within [***] of such notice in the case where of a breach of Diligence Obligations (the “Diligence Cure Period”), such termination shall not occur. If such breach canhas not been cured by Spark within the Diligence Cure Period, then Selecta shall be reasonably remedied by entitled to terminate this Agreement with respect to such Target and such jurisdiction(s) with immediate effect upon delivery to Spark of a written notice of termination; provided, however, that if Spark notifies Selecta in writing within the payment Diligence Cure Period that Spark disputes that it is in breach of money damagesits Diligence Obligations and initiates the dispute resolution procedure set forth in ARTICLE 12 (Dispute Resolution) within such Diligence Cure Period, then no such termination shall become effective until a final, binding determination pursuant to ARTICLE 12 (Dispute Resolution) that Spark was in material breach and failed to cure such material breach during the Diligence Cure Period.

Material Breach. In the event that either Party (the “Breaching Party”) materially breaches shall be in material breach in the performance of any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] ninety (90) days (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (ai) to the extent that such material breach involves a failure to make a payment when due, the Notice Period shall be, and such breach must be cured within, sixty (60) days after the Termination Notice is given to the Breaching Party, (ii) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach default cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (ciii) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement ‎13.5 within [***] following the end thirty (30) days after delivery of the a Termination Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 ‎12.2.1 shall be tolled and the termination shall become effective only if such (a) with respect to any breach remains uncured for the longer that is capable of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such periodbeing cured, if the Breaching Party commences actions to cure does not implement the remedy for such breach within determined by the Arbitrators through such period and thereafter diligently continues such actions to cure such breach dispute resolution procedure within the time period agreed timeframe established by the Parties). It Arbitrators or (b) with respect to any breach that is understood that termination pursuant not capable of being cured, upon the final resolution of the dispute if the Arbitrators grant the terminating Party’s request to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesterminate.

Material Breach. In the event that If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one (1) or more of its material obligations under this Agreement, then the Non-Breaching Party may havedeliver written notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach of one (1) or more of its material obligations under this Agreement, and the Breaching Party fails to cure such breach, or fails to take steps as would be considered reasonable to effectively cure such breach, within [***] after receipt of the Default Notice, or if such compliance cannot be fully achieved within such [***] period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to Agreement. If the Breaching Party disputes that it has materially breached one (1) of its material obligations under this Agreement, the dispute shall be resolved pursuant to Section 12.8 and specifying the Non-Breaching Party may not terminate for such alleged material breach and its claim of right pursuant to terminate; provided that this Section 11.2.1 (a) during the termination shall not become effective at the end pendency of such dispute resolution proceedings or (b) if, as a result of the Notice Period application of such dispute resolution proceedings, the Breaching Party is determined not to be in any of the material breach(es) alleged by the Non-Breaching Party. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one (1) or more of its material obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party cures fails to complete the breach actions specified in by the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions Adverse Ruling to cure such material breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith ruling, or if such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall compliance cannot be concluded before Impact may issue any Termination Notice with respect to fully achieved within such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought period and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions has failed to cure such breach within such period and commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter diligently continues such actions as is reasonably possible, then the Non-Breaching Party may terminate this Agreement upon written notice to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesBreaching Party.

Material Breach. In the event that (a) If either Party (believes that the “Breaching Party”) materially breaches any other Party is in material breach of its material obligations under this Agreement, in addition then such Party may deliver notice of such alleged breach to any other right and remedy the other Party (the “Non-Breaching Party”) may have. In such written notice, the Nonnoticing Party shall identify the actions or conduct that such Party would consider to be an acceptable cure of such breach. The Party receiving such notice shall use diligent efforts to cure such breach as soon as practicable after receiving such written notice to cure such breach, unless such Party believes that it is not in breach, in which case the Parties shall meet promptly thereafter and discuss in good faith the issue and seek to reach a resolution mutually acceptable to both Parties. If the allegedly breaching Party fails to cure such noticed breach, then, except as otherwise provided in subsection (b) or in Section 5.3 below, the noticing Party shall not be permitted to terminate this Agreement (and each Party covenants and agrees that the Party shall not seek, in any court or other proceeding, to terminate the Agreement as a remedy except as permitted in subsection (b) or Section 5.3 below), but may seek and obtain all other remedies as are available to such Party at law or in equity pursuant to Section 5.7 below, if such breach is proved to have occurred and not have been cured. (b) If H▇▇▇▇▇ breaches its obligation to pay royalties as required in Section 3.3, or to pay royalties to a licensor of ISI as contemplated in Section 1.18 for patent rights sublicensed to ISI, then ISI may deliver notice of such breach to H▇▇▇▇▇, specifying the amount that is owed and the basis for ISI’s belief that such amounts are owed and past-Breaching due. If ISI breaches its obligation to pay royalties to a licensor of H▇▇▇▇▇ as contemplated in Section 1.13 for patent rights sublicensed to ISI, then H▇▇▇▇▇ may deliver notice of such breach to ISI, specifying the amount that is owed and the basis for H▇▇▇▇▇’▇ belief that such amounts are owed and past-due. If H▇▇▇▇▇ or ISI disputes that such amount is actually owed, such dispute shall be resolved (a) by the auditor selected pursuant to Section 4.4, if such dispute is solely as to the amount of royalties owed, and not as to whether there is a royalty obligation for particular products at issue, or (b) by litigation in court in accordance with Section 9.3. The following sentence shall not apply unless and until such dispute is resolved in the non-breaching Party’s favor, and the breaching Party does not pay the amount determined to be owed within [*] days of such determination. If the breaching Party’s failure to pay when due royalty amounts owed that are in excess of [*], and such Party does not cure such failure to pay the owed royalties by the [*] Confidential information in this Exhibit has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. date [*] days after such notice, then such breach will be deemed to be a “Material Breach,” for which the non-breaching Party may terminate this Agreement within 30 days by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; in breach, provided that (a) the if such dispute is resolved in litigation in court, such termination shall not become will be effective at such time no appeal is or can be taken from the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikoncourt’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesdecision.

Material Breach. In the event that If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its material obligations under this Agreement, then the Non-Breaching Party may havedeliver notice of such material breach to the Breaching Party (a “Default Notice”). The Parties agree that termination pursuant to this Section 12.2 is a remedy to be invoked only if the breach cannot be adequately remedied through a combination of specific performance and the payment of money damages. In that regard, if the money damages payable under this Agreement by reason of a breach were materially limited by reason of Section 11.6 (for reasons other than the exclusion for punitive damages), it shall be assumed that the payment of money damages was not an adequate remedy for the reach unless the breaching Party elects to waive the protections of Section 11.6 (other than with respect to punitive damages) and pay the resulting amounts. If the Breaching Party does not dispute that it has committed a material breach of one or more of its material obligations under this Agreement, then if the Breaching Party fails to cure such breach, or fails to take steps as would be considered reasonable to effectively cure such breach, within [***] days after receipt of the Default Notice, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior upon written notice (the “Termination Notice”) to the Breaching Party. If the Breaching Party and specifying disputes that it has materially breached one of its material obligations under this Agreement, the breach and its claim of right dispute shall be resolved pursuant to terminate; provided that (a) the termination shall not become effective at the end Section 13.6. If, as a result of the Notice Period application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one or more of its material obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party cures fails to complete the breach actions specified in by the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions Adverse Ruling to cure such material breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] days after delivery of such notice to Eikon to discuss in good faith ruling, or if such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall compliance cannot be concluded before Impact may issue any Termination Notice with respect to fully achieved within such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of ]- (i) [***] ]) day period and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions has failed to cure such breach within such period and commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter diligently continues such actions as is reasonably possible, then the Non-Breaching Party may terminate this Agreement upon written notice to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesBreaching Party.

Material Breach. In the event that either Party (i) If Buyer or Seller has materially breached this Agreement (the “Breaching Party”) materially breaches any of its material obligations under this Agreement), in addition to any other right and remedy the other Party (the “Non-Breaching Party”) shall provide written notice to the Breaching Party as soon as reasonably practicable after the Non-Breaching Party becomes aware of the occurrence of such material breach, which notice shall contain a description of such material breach in reasonable detail (a “Notice of Material Breach”). The failure or delay of the Non- Breaching Party in delivery of a Notice of Material Breach shall not be deemed a waiver of any rights of such Non-Breaching Party unless and to the extent such failure or delay materially and adversely affects the Breaching Party’s ability to cure such material breach. (ii) The Breaching Party shall have the automatic right during the 90-day period following receipt of a Notice of Material Breach to cure such material breach (the “Initial Cure Period”). Any efforts by the Breaching Party to cure shall not be deemed an admission that the Breaching Party has committed a material breach. If the Breaching Party has promptly and diligently taken reasonable steps to cure but such cure has not been completed within the Initial Cure Period, then the period to cure shall be extended for a commercially reasonable time not to exceed a further 30 days to enable such cure to be completed (the “Extended Cure Period”); provided, however, that the cure period shall not be extended if, notwithstanding all reasonable efforts, such cure could not be effected within the Extended Cure Period. (iii) If the Breaching Party disputes that a material breach has occurred, or if a cure is not possible within the Initial Cure Period (or, if applicable, the Extended Cure Period), then senior management representatives of the Breaching Party and the Non-Breaching Party shall meet, no later than 15 days following delivery of written notice from either such Party to the other Party requesting such meeting, to attempt to resolve such dispute. The Breaching Party and the Non-Breaching Party agree to use all reasonable efforts to fully resolve the dispute and to find a cure within the Initial Cure Period (or, if applicable, the Extended Cure Period). The Breaching Party and the Non-Breaching Party may haveextend the duration of such dispute resolution proceedings for such period of time as may be mutually agreed in writing. If the Parties have not resolved such dispute by the end of 30 days following the written notice requesting a dispute resolution meeting of senior management, then the Non-Breaching Party may terminate this Agreement by providing [***] delivering written notice to such effect to the Breaching Party (the “Notice Periodof Termination”) prior written notice (the “Termination Notice”) to ), and the Breaching Party shall be entitled to commence a dispute under the applicable dispute resolution clause herein to determine if a material breach has occurred and specifying the breach and its claim of right such termination is permitted pursuant to terminate; provided that this ‎Section 2.02(c). Termination shall be without prejudice to any other rights or remedies to which either Party may be entitled under this Agreement or applicable Law. (aiv) If the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (oris due to Seller’s material breach, if such breach cannot be cured within the so specified by Buyer, upon a Notice Periodof Termination of this Agreement, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to Seller shall promptly stop work under any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery POs outstanding as of such notice date as directed in the notice. (v) If the termination is due to Eikon Buyer’s material breach, Seller shall have the right to discuss in good faith promptly stop work under any POs outstanding as of such alleged breach notice date and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period Buyer shall not commence prior to the conclusion place further subcontracts/orders in respect of any such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesoutstanding POs.

Material Breach. In If Licensee materially breaches this Agreement, fails to account for or make any payment to Licensor that is required by this Agreement, fails to make any payment referred to in the event that either Party (Principal Terms & Milestones List, fails to meet any Milestone as set forth in the “Breaching Party”) Principal Terms & Milestones List, fails to maintain insurance as required in Section 7.04 or if a Sublicensee materially breaches any of the provisions to which it is required to be bound directly to the Licensor as set forth in Section 2.03 (a “Breaching Sublicensee”), the Licensor will have the right, at its material obligations election, to terminate: (i) the Exclusive Period; (ii) any or all licenses granted by the Licensor under this Agreement (including the right to sublicense); (iii) a Breaching Sublicensee’s sublicense; or (iv) this Agreement in its entirety, including all licenses granted by Licensor under this Agreement, in addition to any other right and remedy the other Party upon thirty (the “Non-Breaching Party”30) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) days prior written notice (the “Termination Notice”) notice, subject to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end survival of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.29.05. Termination will take Portions of this Exhibit, Impact shall first provide written notice thereof to Eikon and indicated by the Parties shall meet within mark “[***] after delivery ],” were omitted and have been filed separately with the Secretary of such notice the Commission pursuant to Eikon the Registrant’s application requesting confidential treatment pursuant to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plansRule 24b-2 of the Securities Exchange Act of 1934, as applicable, with respect to amended. CONFIDENTIAL TREATMENT REQUESTED effect thirty (30) days after written notice unless Licensee cures the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, within said 30-day period. For the Notice Period shall not commence prior to the conclusion avoidance of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (ordoubt, if the breach canExclusive Period terminates but this Agreement does not be cured within such periodterminate, if University may (subject to the Breaching Party commences actions continuation of Licensee’s and any validly existing Permitted Sublicensee’s rights, as expressly provided for in this Agreement) immediately engage in marketing and/or licensing of any of the Patent Rights. Licensor’s right to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to terminate in accordance with this Section 13.2.1 shall be a remedy 9.02(A) is in addition to, and not in lieu of, the exercise of last resort and any other right Licensor may be invoked only in the case where the have for breach cannot be reasonably remedied of this Agreement by the payment of money damagesLicensee.

Material Breach. Immediately by written notice by either Party if the other Party materially breaches this Agreement, which breach remains uncured for ninety (90) Business Days measured from the date written notice of such breach is given to the breaching Party, which notice shall specify the nature of the breach and demand its cure, provided, however, that if such breach is not capable of being cured within the stated period and the breaching Party uses commercially reasonable efforts to cure such breach during such period and presents a mutually agreeable remediation plan for such breach, this Agreement shall not terminate and the cure period shall be extended for such period provided in the remediation plan as long as the breaching Party continues to use commercially reasonable efforts to pursue the cure as provided in such remediation plan. In the event that either Party (the “Breaching Parties dispute in good faith the existence of a material breach or a Party”) materially breaches any ’s diligence in attempting to cure a material breach, termination of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end be deemed to occur unless and until such dispute has been referred for resolution in accordance with Clause 28 hereof, material breach of the Notice Period if the Breaching Party cures the Agreement or failure to make diligent efforts to cure such breach specified in the Termination Notice during the Notice Period (orhas been established by an arbitration thereunder and, if such breach cannot can be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesor the taking of specific remedial actions, the breaching Party does not pay the amount so determined to be due within fifteen (15) Business Days of receipt of the arbitration decision or otherwise diligently undertake and complete such remedial actions within the timeframe established by such arbitration decision. Notwithstanding anything to the contrary set forth herein, termination will not be deemed to relieve a defaulting Party from any liability arising from such default.; or the non-terminating Party makes any voluntary arrangement with its creditors or becomes subject to an administration order; or an order of a court is made to wind up the non-terminating Party or to place it under judicial management, or a resolution is passed by the members of such non-terminating Party for its winding up or liquidation; or the non-terminating Party ceases, or threatens to cease, to carry on business or becomes insolvent. There is a Change of Control in the other Party. There is a Force Majeure uncured for more than three (3) months, which prevents a Party from fulfilling its obligations hereunder. Notwithstanding other provisions in this Agreement, Principal shall have the right to terminate this Agreement by written notice at its sole discretion in the event of the following circumstances: Distributor transfers, licenses, assigns, renounces or disposes of the Marketing Authorization(s) of the Products in any way without the prior written consent of Principal; or Distributor performs any action (including failure to maintain) that adversely affects the validity or scope or any other aspect of the Marketing Authorization(s) without the prior written consent of Principal; or Distributor engages in the promotion, distribution or sale of the Products outside of the Territory; or Distributor violates any Applicable Laws relating to anti-bribery or breaches the ethical obligations in Clause 15; or Distributor is in material breach of any terms or conditions of the Quality Agreement or the Safety Agreement, and does not cure the breach within thirty (30) Business Days after Principal's written request; or Distributor does not meet the Annual Minimum Order Quantities in any Calendar Year hereto attached in Exhibit A, unless attributed to the reason of insufficient supply from CMS with respect to the Products, and does not cure this breach by making a payment of the Difference within the specified time set forth in Clause 7.2; or Distributor does not provide AOP or the Monthly Report within the respective specified time to Principal and does not cure the breach within thirty (30) Business Days after Principal’s written request. Distributor fails to fulfil the key requirements for management of any market in the Territory in respect of tendering, pricing and wholesaler management etc. In this event, Principal may, at its sole discretion, terminate this Agreement as a whole or expressly restrict the termination to the service rights granted to the Distributor under this Agreement in the Territory; or Distributor breaches its obligation under Clause 2 of this Agreement; or Distributor obtains the Products from a person not authorised by Principal; or Distributor appoints any of its Affiliates or any other person to perform or assist in the performance of its rights and obligations under this Agreement or sub-license or offer to sub-license any or its rights under this agreement to a third party without Principal’s prior written consent; or Distributor violates any Applicable Laws in the course of marketing, distribution or sale of the Product; or Distributor is being investigated by any Governmental Authorities due to anti-corruption compliance reasons; or Distributor fails to make due payment to Principal, which is not cured within 30 Business Days after receiving written notice from Principal; or The Products are permanently withdrawn from the Territory. The Parties agree that in any event of termination under this Clause 23.3, Distributor shall not be entitled to receive any consideration or indemnity for goodwill whatsoever in relation to the termination of this Agreement Upon receipt of notice of termination of this Agreement, the Distributor shall furnish Principal with a detailed inventory of stock of the Products held at the date of such notice together with a projection of sales up to the effective date of termination. Within ten(10) Business Days following the effective date of termination, the Distributor shall furnish Principal with a statement, certified by the Distributor’s accountant or the accountant instructed by Principal at the sole discretion of the Principal, showing in detail the stock of the Products owned by the Distributor on the effective date of termination and the invoiced value thereof. The Distributor has the right to sell out these Products, at their own cost, during six (6) months after the effective date of termination of this Agreement (the “Agreed Sold-Out Period”), provided Principal decides not to purchase them back according to the following provisions and decides to permit the Distributor to continually sell out the remaining Products. Distributor shall not continually sell out the stocks after the Agreed Sold-Out Period, any fees and expenses which are connected with or result from the stocks remaining after the Agreed Sold-Out Period shall be borne by the Distributor. In the case that the Principle decides to purchase the remaining Products, Principle shall only repurchase the stocks which have a remaining shelf life of more than 33%, and the remaining stocks that have a remaining shelf life of less than 33% shall not be repurchased by Principal nor continually sold by Distributor. Principal may at its option repurchase the full stock or parts of the stock of the Products owned by the Distributor remaining after the effective date of termination at the Supply Price paid by the Distributor to Principal. The repurchase option may be exercised by Principal by sending a written notice to the Distributor at any time during a period of forty-five(45) Business Days after receipt by Principal of the accountant's certified statement referred to in Clause 24.2, during which period the Distributor will accord Principal's accredited representatives free access during normal business hours to the stock for the purposes of viewing and inspection. Delivery of the stock specified in the written notice (for pick-up by Principal or its designee at the Distributor's warehouse) shall be made within twenty (20) Business Days after the Distributor has received such notice. Arrangements for the shipment of such stock shall be made by Principal or its designee. Upon the expiration or termination of this Agreement for any reason: Distributor shall cease to promote, market or advertise the Products or make use of any of the Licensed Marks other than for the purpose of selling the Products to End Customers whose orders were accepted prior to the Termination Date; Distributor may continue to perform and discharge its contractual obligations to sell and supply Products to End Customers according to binding orders which Distributor had entered into prior to the Termination Date and none of the Parties shall be relieved from its obligations under the provisions of this Agreement to the extent that such obligations are required to be performed for the purpose of selling the Products to such End Customers; The expiry or termination of this Agreement shall not exempt any of the Parties from the obligation to pay the other Party any amount due at the time of expiry or termination hereof. the payment terms shall continue to apply to all outstanding unpaid invoices rendered by either Party and all invoices to be rendered by a Party in respect of Products ordered or services performed prior to the Termination Date but for which such Party had not yet rendered an invoice as at the Termination Date; and Upon the expiration or termination of this Agreement, Distributor shall immediately return any documentation and/or material, including the essential document, final document, master file, or any other kind of registration documentation(including documents with respect to Marketing Authorizations)in whatever form(including electronic form)with regard to the Product as well as any other document in whatever form(including electronic form) containing or comprising Principal’s Confidential Information or other Intellectual Property with regard to such Product which is under the control of Distributor or Affiliates of Distributor, including copies thereof, to Principal without retaining any copies thereof, unless the retention is required by the applicable laws or regulations. Subject as otherwise provided herein and to any rights or obligations which have accrued prior to the Termination Date, neither Party shall have any further obligation to the other under this Agreement. The provisions of Clauses 2, 15, 18, 21, 22, 24, 27, 28, 29, 30 and such other provisions of this Agreement that by their nature are intended to survive shall survive the expiration or termination of this Agreement and shall continue in full force and effect.

Material Breach. In the event that (a) If either Party believes that the other is in material breach of this Agreement (the “Breaching Party”) materially breaches any other than with respect to a breach of its material Sanofi’s obligations under this AgreementSection 5.1, in addition which is governed by Section 9.4), then the non-breaching Party may deliver notice of such breach to any the other right Party. In such notice the non-breaching Party will identify the actions or conduct that it wishes such Party to take for an acceptable and remedy prompt cure of such breach (or will otherwise state its good faith belief that such breach is incurable); provided that such identified actions or conduct will not be binding upon the other Party (with respect to the “Non-Breaching Party”) actions that it may haveneed to take to cure such breach. If the breach is curable, the Nonallegedly breaching Party will have [***] days to either cure such breach (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within 30 days following such notice) or, if a cure cannot be reasonably effected within such 120-Breaching day period, to deliver to the non-breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period. If the breaching Party fails to (i) cure such breach within the [***]-day (or 30-day, as applicable) period or (ii) use Commercially Reasonable Efforts to carry out the plan and cure the breach, the non-breaching Party may terminate this Agreement on a Product-by-Product basis by providing written notice to the breaching Party. (b) Notwithstanding the foregoing, if the allegedly breaching Party disputes in good faith the existence, materiality, or failure to cure of any such breach which is not a payment breach, and provides notice to the non-breaching Party (the “Other Party”) of such dispute within such [***] (]-day period, the “Notice Period”) prior written notice (Other Party will not have the “Termination Notice”) right to terminate this Agreement in accordance with this Section 9.3 unless and until it has been determined in accordance with Section 12.4 that this Agreement was materially breached by the Breaching allegedly breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions fails to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of days following such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties)determination. It is understood and acknowledged that termination pursuant during the pendency of such a dispute, all of the terms and conditions of this Agreement will remain in effect and the Parties will continue to this perform all of their respective obligations hereunder. (c) This Section 13.2.1 shall 9.3 will be a remedy subject to and will not limit the provisions of last resort Section 9.4 and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesSection 9.5.

Material Breach. In the event that either Party (the “Breaching Party”a) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Either Party may terminate this Agreement for the material breach of this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (orother Party, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within remains uncured [***] following notice from the end non-breaching Party to the breaching Party specifying such breach; provided, however, that if cure of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) cannot reasonably be effected within such [***] and (ii) period, the portion breaching party may deliver to the non-breaching Party a plan reasonably calculated to cure such breach within a timeframe that is reasonably prompt in light of the circumstances then prevailing but in no event longer than an additional [***]. Following delivery of such a plan, the breaching Party will carry out the plan and cure the breach. If there is a good faith dispute as to the existence or cure of a breach or default pursuant to this Section 9.2, all applicable cure periods will be tolled during the existence of such good faith dispute and no termination for a breach which is disputed in good faith will become effective until such dispute is resolved pursuant to the process set forth in Section 10.2. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] cure period remaining as indicates that text has been omitted and is the subject of a confidential treatment request. (b) For Targets for which the Option has been exercised, the foregoing Section 9.2(a) applies on a Target basis if there is a material adverse effect of the date breach on the rights and obligations under this Agreement with respect to such cure period was tolled pursuant to clause Target (c) (orand its associated Patents, Licensed Antibodies, and Products). Furthermore, if Alector is the breaching Party and the material adverse effect of the breach cannot is limited to a given Target for which the corresponding Option has been exercised, then the termination shall be cured within such periodeffective only as to the Target to which the uncured material breach relates (and its related Patents, if the Breaching Party commences actions to cure such breach within such period Licensed Antibodies and thereafter diligently continues such actions to cure such breach within the time period agreed by the PartiesProducts). It If the material breach has, or is understood that termination pursuant reasonably likely to have, a material adverse effect only on the development, manufacture or commercialization of a Product in a particular jurisdiction or jurisdictions, then this Section 13.2.1 Agreement shall be a remedy of last resort not terminate with respect to such Product and may be invoked only associated Target in the case where Territory outside of such jurisdiction or jurisdictions, and the breach cannot be reasonably remedied by foregoing obligations shall only apply to the payment of money damagesterminated jurisdiction or jurisdictions.

Material Breach. In Subject to the event that provisions of this Section 13.3, either Party may terminate this Agreement based on the uncured material breach of the other Party. If a Party commits a breach of this Agreement (the “Breaching Party”) materially breaches any of its material obligations under this Agreement), in addition to any other right and remedy the other Party (the “Non-Breaching Party”) shall provide written notice of such breach to the Breaching Party. Upon receipt of a notice of breach, the alleged breach, if disputed in good faith by the alleged Breaching Party, shall be referred to the senior executive officers for each Party for attempted resolution by good faith negotiations within [ * ] after notice is received by the Breaching Party. If, at the end of such [ * ] period the senior executive officers designated by the Parties are not able to resolve such dispute, the Breaching Party shall have ninety (90) days within which to cure such breach. In the event the breach is capable of being cured, but cannot be reasonably cured in such ninety (90) day period, then the Breaching Party shall have such additional time as is necessary (not to exceed an additional ninety (90) days, unless otherwise extended at the Non- Breaching Party’s discretion) to cure the breach, provided: (i) the Breaching Party has submitted a commercially reasonable plan that, if successfully carried out, would be effective in curing such breach; and (ii) the Breaching Party diligently pursues completion of such plan thereafter. In the event there is a bona-fide dispute regarding the existence of a breach (after completion of the [ * ] negotiation period described above), the materiality of a breach, the ability of the Breaching Party to cure a breach or whether a breach has been cured, either Party may haveinvoke the provisions of Section 14.2(b) of the Collaboration Agreement. The Parties agree to use reasonable and good faith efforts in cooperating with the Breaching Party’s attempts to cure a material breach. During the resolution of any dispute under this Section 13.3 of this Agreement, the terms and conditions of this Agreement shall remain in effect and each Party shall continue to perform its obligations under this Agreement and Collaboration Agreement, as applicable, and the effectiveness of any remedy shall be tolled until such dispute is resolved. If an alleged material breach is found to be a non-material breach, the Non-Breaching Party may shall be entitled to damages, equitable relief, attorneys’ fees and court costs, but shall not have the right to terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesAgreement.

Material Breach. In 13.3.1.1. aTyr will have the right to terminate this Agreement in its entirety upon delivery of written notice to Kyorin in the event that either Party (the “Breaching Party”) materially breaches of any material breach by Kyorin of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing provided that such termination will not be effective if such breach has been cured within [***] days (the “Notice Period”or [***] days with respect to any payment breach) prior after written notice (the “Termination Notice”) thereof is given by aTyr to the Breaching Party and Kyorin specifying the nature of the alleged breach, or, if such breach (other than a payment breach) cannot be cured within such [***] day period, within [***] days after such notice if Kyorin commences actions to cure such breach within such [***]‑day period and its claim of right thereafter diligently continues such actions, but fails to terminate; provided that (a) cure the termination shall not become effective at breach by the end of such [***]‑day period. In the Notice Period if event of an uncured material breach by Kyorin of its diligence obligation under Section 3.3, 4.3 or 5.2, aTyr, in its sole discretion, may elect to convert the Breaching Party cures licenses granted under Section 7.1.1 to non-exclusive licenses upon written notice to Kyorin instead of terminating this Agreement. 13.3.1.2. Kyorin will have the breach specified right to terminate this Agreement in its entirety upon delivery of written notice to aTyr in the Termination Notice during event of any material breach by aTyr of any material terms and conditions of this Agreement, provided that such termination will not be effective if such breach has been cured within [***] days after written notice thereof is given by Kyorin to aTyr specifying the Notice Period (nature of the alleged breach, or, if such breach cannot be cured within the Notice Periodsuch [***] day period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] days after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party aTyr commences actions to cure such breach within such [***]‑day period and thereafter diligently continues such actions actions, but fails to cure such the breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy end of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagessuch [***]‑day period.

Material Breach. In the event that (a) If either Party Novartis or Cerulean is in material breach of any material obligation hereunder (the a “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have), the Nonnon-Breaching breaching Party may give written notice to the breaching Party specifying the claimed particulars of such breach, and in the event such material breach is not cured within 60 days after such notice, the non-breaching Party will have the right thereafter to terminate this Agreement immediately by providing [***] (the “Notice Period”) prior giving written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminatesuch effect; provided provided, however, that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be is capable of being cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach but cannot be cured within such period, if 60 day period and the Breaching Party commences initiates actions to cure such breach within such period and thereafter diligently continues pursues such actions actions, the Breaching Party will have such additional period, not to exceed an additional 60 days, as is reasonable in the circumstances to cure such breach. Notwithstanding any of the foregoing, if the breach within relates to the time non-payment of monies owed to Cerulean pursuant to Article V, such breach shall constitute a material breach hereunder and the notice and cure period agreed by for such material breach shall be no longer than 30 days. (b) In the Parties). It event that arbitration is understood that commenced with respect to any alleged breach hereunder pursuant to Section 9.2, no purported termination of this Agreement pursuant to this Section 13.2.1 shall 10.2.1 will take effect until the resolution of such arbitration. (c) Any termination by any Party under this Section and the effects of termination provided herein will be a remedy of last resort and without prejudice to any damages or other legal or equitable remedies to which it may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesentitled.

Material Breach. In This Agreement may be terminated by a Party (a) on a Program-by-Program basis prior to Celgene's exercise of its IND Option for such Program, for the event material breach by the other Party of this Agreement with respect to such Program, or (b) on a Program-by-Program basis after Celgene's exercise of its IND Option for such Program, if a U.S. License Agreement or a Global License Agreement for such Program is terminated for material breach by the other Party; provided in each of (a) or (b) that either the breaching Party has not cured such breach within ninety (90) days after the date of written notice to the breaching Party of such breach (or thirty (30) days in the case of a breach as a result of non-payment of any amounts due under this Agreement) (the “Breaching Cure Period”), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party”) materially breaches any of its material obligations under this Agreement, in addition 's intention to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] with respect to a given Program, pursuant to this Section 11.2.1 with respect to such Program. For clarity, the Cure Period for any allegation made as to a material breach under this Agreement with respect to a given Program, for events described in Sections 11.2.1(a) or (b) will run from the “Notice Period”) prior date that written notice (the “Termination Notice”) was first provided to the Breaching breaching Party and specifying by the breach and its claim non-breaching Party. Any such termination of right this Agreement with respect to terminate; provided that (a) the termination a given Program, under this Section 11.2.1 shall not become effective at the end of the Notice Period if Cure Period, unless the Breaching breaching Party cures has cured such breach prior to the breach specified in the Termination Notice during the Notice Period (expiration of such Cure Period, or, if such breach canis not be cured susceptible to cure within the Notice Cure Period, if the Breaching Party commences actions to cure then such breach within the Notice Cure Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within be extended for an additional [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following ]) days so long as the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) breaching Party [***] and ]. For the avoidance of doubt, termination of any particular Program(s) pursuant to this Section 11.2.1 shall not terminate (i) this Agreement with respect to any other Program(s), or (ii) the portion of the any U.S. License Agreement or Global License Agreement. The Parties understand and agree that [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages].

Material Breach. In the event that (a) If either Party believes that the other is in material breach of this Agreement (the “Breaching Party”) materially breaches any other than with respect to a breach of its material OMI’s obligations under this AgreementSection 5.1, in addition which is governed by Section 10.4), then the non-breaching Party may deliver notice of such breach to any the other right Party. In such notice the non-breaching Party will identify the actions or conduct that it wishes such Party to take for an acceptable and remedy prompt cure of such breach (or will otherwise state its good faith belief that such breach is incurable); provided that such identified actions or conduct will not be binding upon the other Party (with respect to the “Non-Breaching Party”) actions that it may haveneed to take to cure such breach. If the breach is curable, the Non-Breaching allegedly breaching Party may terminate this Agreement by providing will have [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to either cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect except to the applicable Licensed Productextent such breach involves the failure to make a payment when due, which discussions shall breach must be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement cured within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedurenotice) or, the if a cure period set forth in this Section 13.2.1 shall cannot be tolled and the termination shall become effective only if reasonably effected within such breach remains uncured for the longer of (i) [***] and period, to deliver to the non-breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period. If the breaching Party fails to (iii) the portion of cure such breach within the [***] period or (ii) use Commercially Reasonable Efforts to carry out the plan and cure period remaining as of the date such cure period was tolled pursuant breach, the non-breaching Party may terminate this Agreement on a Product-by-Product basis by providing written notice to clause the breaching Party. (cb) (orNotwithstanding the foregoing, if the allegedly breaching Party disputes in good faith the existence, materiality, or failure to cure of any such breach canwhich is not be cured a payment breach, and provides notice to the non-breaching Party (the “Other Party”) of such dispute within such [***] period, if the Breaching Other Party commences actions will not have the right to terminate this Agreement in accordance with this Section 10.3 unless and until it has been determined in accordance with Section 14.4 that this Agreement was materially breached by the allegedly breaching Party and that Party fails to cure such breach within [***] following such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties)determination. It is understood and acknowledged that termination pursuant during the pendency of such a dispute, all of the terms and conditions of this Agreement will remain in effect and the Parties will continue to this perform all of their respective obligations hereunder. (c) This Section 13.2.1 shall 10.3 will be a remedy subject to and will not limit the provisions of last resort Section 10.4 and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesSection 10.5.

Material Breach. In the event that either Party (the “Breaching Party”) materially breaches shall be in material breach of the performance of any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement in its entirety by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that that: (ai) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach default cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), ; (bii) with respect to any alleged breach by Eikon AstraZeneca of its diligence obligations set forth in Section 4.1.2Sections 3.2.1(i) or 4.2, Impact Licensor shall first provide written notice thereof to Eikon AstraZeneca and the Parties shall meet within [***] after delivery of such notice to Eikon AstraZeneca to discuss in good faith such alleged breach and EikonAstraZeneca’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact Licensor may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and ▇▇▇▇▇▇▇▇); and (ciii) if either Party initiates a dispute resolution procedure under Section 14.5 11.5.1 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 10.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) after the portion final resolution of the [***] cure period remaining as of the date dispute through such cure period was tolled pursuant to clause (c) dispute resolution procedure (or, if the breach cannot be cured within such [***] period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Partiesactions). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages.

Material Breach. In the event that either Party (the “Breaching Party”a) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Either Party may terminate this Agreement for the material breach of this Agreement by providing the other Party, if such breach remains uncured [***] (days following notice from the “Notice Period”) prior written notice (the “Termination Notice”) non-breaching Party to the Breaching breaching Party and specifying the breach and its claim such breach; provided, however, that if cure of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot reasonably be cured effected within such [***] day period, the Notice Period, if breaching party may deliver to the Breaching non-breaching Party commences actions a plan reasonably calculated to cure such breach within a timeframe that is reasonably prompt in light of the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth circumstances then prevailing but in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within no event longer than an additional [***] after days. Following delivery of such notice a plan, the breaching Party will carry out the plan and cure the breach. If there is a good faith dispute as to Eikon the existence or cure of a breach or default pursuant to discuss this Section 9.2, all applicable cure periods will be tolled during the existence of such good faith dispute and no termination for a breach which is disputed in good faith will become effective until such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect dispute is resolved pursuant to the applicable Licensed Productprocess set forth in Section 10.2. (b) For Targets for which the Option has been exercised, which discussions shall be concluded before Impact may issue any Termination Notice the foregoing Section 9.2(a) applies on a Target basis if there is a material adverse effect of the breach on the rights and obligations under this Agreement with respect to such alleged breach Target (for clarityand its associated Patents, Licensed Antibodies, and Products). Furthermore, if Kairos is the Notice Period shall not commence prior to the conclusion of such good faith discussions breaching Party and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end material adverse effect of the Notice Period breach is limited to resolve the dispute a given Target for which termination is being sought and is diligently pursuing such procedurethe corresponding Option has been exercised, the cure period set forth in this Section 13.2.1 shall be tolled and then the termination shall become be effective only if such as to the Target to which the uncured material breach remains uncured for the longer of relates (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (orits related Patents, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period Licensed Antibodies and thereafter diligently continues such actions to cure such breach within the time period agreed by the PartiesProducts). It If the material breach has, or is understood that termination pursuant reasonably likely to have, a material adverse effect only on the development, manufacture or commercialization of a Product in a particular jurisdiction or jurisdictions, then this Section 13.2.1 Agreement shall be a remedy of last resort not terminate with respect to such Product and may be invoked only associated Target in the case where Territory outside of such jurisdiction or jurisdictions, and the breach cannot be reasonably remedied by foregoing obligations shall only apply to the payment of money damagesterminated jurisdiction or jurisdictions.

Material Breach. In Either Party shall have the event that either right to terminate this Agreement, upon written notice to the other Party (if such other Party, after receiving written notice from the “Breaching Party”) materially breaches any terminating Party identifying a material breach by such other Party of its material obligations under this Agreement, fails to cure (or if not curable within such time period, adopt a plan for cure during such time period) such material breach within *** from the date of such notice (or, in addition the case of payment obligations, *** from the date of such notice); provided, however, that in the event the non-terminating Party contests any such asserted breach in good faith and diligently pursues the dispute resolution procedures set forth in ARTICLE 13, such *** or *** cure period shall be tolled or suspended until the final resolution of such dispute pursuant to the terms of, and in accordance with, the terms and provisions of ARTICLE 13, subject to any other exercise by MTPC of its right and remedy of termination of the other MTPC Agreement due to any material breach of the provisions or conditions of the MTPC Agreement arising from the facts or circumstances that resulted in the material breach by such non-terminating Party (hereunder. Notwithstanding the “Non-Breaching Party”) may haveforegoing, in the Non-Breaching Party may event of any uncured material breach by Licensee of its obligations hereunder, VIVUS shall only exercise its right to terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”under this Section ‎12.2‎(a) to the Breaching Party and specifying the breach and extent that MTPC exercises its claim right of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if MTPC Agreement due to a material breach of the Breaching Party cures MTPC Agreement. For the breach specified in the Termination Notice during the Notice Period avoidance of doubt (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actionswithout limiting VIVUS’ remedies for any other breaches by Licensee), (b) with respect Licensee’s uncured failure to any alleged breach by Eikon of its diligence obligations pay the amounts set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and ‎7.1 by the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period deadlines set forth in this Section 13.2.1 therein shall each be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant deemed to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy material breach of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesthis Agreement.

Material Breach. In 3RP or SAMARITAN may, by notice in writing to the event that either Party (the “Breaching Party”) materially breaches other, terminate this Agreement, if such other party shall have breached any of its material duties or obligations under this Agreement, in addition to any other right Agreement and remedy the other Party such default continues unremedied for a period of thirty (the “Non-Breaching Party”30) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior days following receipt of written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period such default (or, if such breach candefault is not be cured a payment or repayment default and is capable of being remedied, but is not reasonably capable of being remedied within such thirty (30) day period, such longer period of time as is reasonable in the Notice Periodcircumstances, if not exceeding ninety (90) days in the Breaching Party commences actions to cure aggregate, provided that the defaulting party has, within such breach within the Notice Period thirty (30) day period, commenced and thereafter actively and diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and pursues the Parties shall meet within [***] after delivery remedying of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Partiesdefault). It is understood Notice of termination may only be given during the period that termination the default in question continues. In the event that a party has been given notice pursuant to this Section 13.2.1 11.2 and such party disputes the alleged breach or the continuation of such breach beyond the cure period, the dispute shall be submitted to arbitration pursuant to Article 15 hereof, and this Agreement shall continue in full force until such time as the arbitrator renders his decision. The arbitrator shall determine whether or not there has been a breach and/or whether or not the same has been remedied within the required cure period. Termination of this Agreement pursuant hereto shall be without prejudice to any other right or remedy the party terminating this Agreement may have against the defaulting party arising out of last resort and may be invoked only in the case where the breach cannot in question including the right to obtain compensation for its damages (provided that such right shall be reasonably remedied by subject to the payment of money damageslimitations set forth in Article 10 hereof).

Material Breach. In the event that either This Agreement may be terminated by a Party (the “Breaching Party”a) materially breaches any on a Program-by-Program basis prior to Celgene’s exercise of its IND Option for such Program, for the material obligations under this Agreement, in addition to any other right and remedy breach by the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate of this Agreement with respect to such Program, or (b) on a Program-by-Program basis after Celgene’s exercise of its IND Option for such Program, if a U.S. License Agreement or a Global License Agreement for such Program is terminated for material breach by providing the other Party; provided in each of (a) or (b) that the breaching Party has not cured such [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. breach within ninety (90) days after the date of written notice to the breaching Party of such breach (or thirty (30) days in the case of a breach as a result of non-payment of any amounts due under this Agreement) (the “Notice Cure Period”), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Agreement with respect to a given Program, pursuant to this Section 11.2.1 with respect to such Program. For clarity, the Cure Period for any allegation made as to a material breach under this Agreement with respect to a given Program, for events described in Sections 11.2.1(a) prior or (b) will run from the date that written notice (the “Termination Notice”) was first provided to the Breaching breaching Party and specifying by the breach and its claim non-breaching Party. Any such termination of right this Agreement with respect to terminate; provided that (a) the termination a given Program, under this Section 11.2.1 shall not become effective at the end of the Notice Period if Cure Period, unless the Breaching breaching Party cures has cured such breach prior to the breach specified in the Termination Notice during the Notice Period (expiration of such Cure Period, or, if such breach canis not be cured susceptible to cure within the Notice Cure Period, if the Breaching Party commences actions to cure then such breach within the Notice Cure Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within be extended for an additional [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following ]) days so long as the end of the Notice Period breaching Party continues to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions use commercially reasonable efforts to cure such material breach within during such period and thereafter diligently continues such actions to cure such breach within extension period. For the time period agreed by the Parties). It is understood that avoidance of doubt, termination of any particular Program(s) pursuant to this Section 13.2.1 11.2.1 shall not terminate (i) this Agreement with respect to any other Program(s), or (ii) any U.S. License Agreement or Global License Agreement. The Parties understand and agree that the totality of this Agreement with respect to a given Program, and the totality of the circumstances with respect to this Agreement with respect to a given Program, will be taken into account and assessed as a remedy whole for purposes of last resort and may be invoked only in the case where the determining whether a breach cannot be reasonably remedied by the payment of money damagesis material under this Agreement with respect to a given Program.

Material Breach. In the event that either This Agreement may be terminated by a Party (a) on a Collaboration Product-by-Collaboration Product basis for the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy breach by the other Party (of this Agreement with respect to such Collaboration Product; provided, however, that in the “Non-Breaching Party”) may haveevent of a material breach of this Agreement by Immatics with respect to a given Initial BMS Product, BMS shall have the Non-Breaching Party may right to terminate this Agreement either with respect to such Initial BMS Product or in its entirety, in BMS’ discretion, or (b) in its entirety for the material breach by providing the other Party that applies to the Agreement in general (and not specific to one or more Collaboration Products), provided that, in each case ((a) or (b), as applicable), the breaching Party has not cured such breach within [***] after the date of written notice to the breaching Party of such breach (or [***] in the case of a breach as a result of non-payment of any amounts due under this Agreement) (the “Notice Cure Period”) prior ), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Agreement with respect to such Collaboration Product (or, solely with respect to BMS as the non-breaching Party, in its entirety, as applicable). For clarity, but subject to Section 11.2.2, the Cure Period for any allegation made as to a material breach under this Agreement with respect to a given Collaboration Product will run from the date that written notice (the “Termination Notice”) was first provided to the Breaching breaching Party and specifying by the breach and its claim non-breaching Party. Any such termination of right to terminate; provided that (a) the termination this Agreement under this Section 11.2.1 shall not become effective at the end of the Notice Period if Cure Period, unless the Breaching breaching Party cures has cured such breach prior to the breach specified in the Termination Notice during the Notice Period (expiration of such Cure Period, or, if such breach canis not be cured susceptible to cure within the Notice Cure Period, if the Breaching Party commences actions to cure then such breach within the Notice Cure Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within be extended for an additional [***] after delivery so long as the breaching Party continues to use reasonable efforts to cure such material breach during such extension period. For the avoidance of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plansdoubt, as applicable, termination of this Agreement with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination particular Collaboration Product pursuant to this Section 13.2.1 11.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesterminate this Agreement with respect to any other Collaboration Product.

Material Breach. In (i) Subject to and without limiting Section 4.02(f), in the event that either of a material breach by a Party (the “Breaching Party”) materially breaches ), any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the a “Non-Breaching Non- breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior shall provide written notice (the “Termination Notice”) to the Breaching Party and specifying as soon as reasonably practicable after the Non-breaching Party becomes aware of the occurrence of such material breach, which notice shall contain a description of such material breach and its claim in reasonable detail (a “Notice of right to terminate; provided that (a) the termination Material Breach”). The failure or delay of a Non-breaching Party in delivery of a Notice of Material Breach shall not become effective at be deemed a waiver of any rights of such Non-breaching Party unless and to the end extent such failure or delay materially and adversely affects the Breaching Party’s ability to cure such material breach. (ii) The Breaching Party shall have the automatic right during the ninety (90) day period following receipt of a Notice of Material Breach to cure such material breach (the Notice Period if “Initial Cure Period”). Any efforts by the Breaching Party cures to cure shall not be deemed an admission that the Breaching Party has committed a material breach. If the Breaching Party has promptly and diligently taken reasonable steps to cure but such cure has not been completed within the Initial Cure Period, then the period to cure shall be extended for a commercially reasonable time not to exceed a further thirty (30) days to enable such cure to be completed (the “Extended Cure Period”), provided that, the cure period shall not be extended if, notwithstanding all reasonable efforts, such cure could not be effected within the Extended Cure Period. (iii) If the Breaching Party disputes that a material breach specified in has occurred, or if a cure is not possible within the Termination Notice during the Notice Initial Cure Period (or, if such breach cannot be cured within applicable, the (iv) If the Notice Periodtermination is due to GE Aerospace’s material breach, if the Breaching Party commences actions to cure such breach within the so specified by ADGTJV, upon a Notice Period and thereafter diligently continues such actions)of Termination of this Agreement, (b) with respect to GE Aerospace shall promptly stop work under any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery POs outstanding as of such notice date as directed in the notice. (v) If the termination is due to Eikon ADGTJV’s material breach, GE Aerospace shall have the right to discuss in good faith promptly stop work under any POs outstanding as of such alleged breach notice date and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period ADGTJV shall not commence prior to the conclusion place further subcontracts/orders in respect of any such good faith discussions and the subsequent issuance of a Termination Notice by Impactoutstanding POs. (vi) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 This Agreement may not be terminated for any reason other than as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period expressly set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages4.02.

Material Breach. In the event that either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, Without prejudice and in addition to any other right and contractual remedy the other non-breaching Party (the “Non-Breaching Party”) may havehave under this Agreement, the such Non-Breaching Party may terminate this Agreement in writing, in its entirety or on a country- by-country basis in the Licensed Territory, if the other Party commits a material breach of this Agreement (the “Breaching Party”) by providing written notice to the Breaching Party, which notice will, in each case (A) expressly reference this Section 21.2, (B) reasonably describe the alleged breach which is the basis of such termination, and (C) clearly state the Non-Breaching Party’s intent to terminate this Agreement if the alleged breach is not cured within the applicable cure period set forth in the notice, which cure period will not in any event be less than [***] (the “Notice Period”or for material breaches of payment obligations, [***]) prior after such written notice of the breach is received by the Breaching Party. Notwithstanding the foregoing, (1) if such material breach, by its nature, is curable, but is not reasonably curable within the “Termination Notice”) to applicable cure period, then such cure period will be extended if the Breaching Party provides a written plan for curing such breach to the Non-Breaching Party and specifying uses Commercially Reasonable Efforts to cure such breach in accordance with such written plan; provided, however, that no such extension will exceed [***] without the written consent of the Non-Breaching Party; and (2) if the Breaching Party disputes (x) whether it has materially breached this Agreement, (y) whether such material breach is reasonably curable within the applicable cure period, or (z) whether it has cured such material breach within the applicable cure period, the dispute will be resolved pursuant to Section 24.1, this Agreement may not be terminated, Apollomics may not elect its option under Section 22.2 and its claim the Parties shall continue to perform all of right their respective obligations hereunder during the pendency of such dispute resolution procedure. The termination or Apollomics’ election pursuant to terminate; provided that (a) the termination shall not Section 22.2 will become effective at the end of the Notice Period if applicable cure period unless the Breaching Party cures the such breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to applicable cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages.

Material Breach. In the event that either Party If a Party: (the “Breaching Party”a) materially breaches this Agreement in a manner which cannot be cured; (b) materially breaches this Agreement in a manner that can be cured and a Party has failed to take steps to begin to cure within ninety (90) days following written notice of breach by the Party or Parties affected by the breach or is not diligently pursuing a cure thereafter; or (c) is subject to a petition for relief under any bankruptcy legislation, or makes an assignment for the benefit of its material obligations under this Agreementcreditors, in addition or is subject to any other right the appointment of a receiver for all or a substantial part of the Party’s assets, and remedy the other Party such petition, assignment or appointment is not dismissed or vacated within ninety (the “Non-Breaching Party”90) may havedays, 19 then, on each such occasion, the Nonnon-Breaching breaching Party may terminate this Agreement by providing [***] shall have the right to exercise one or more of the following remedies: (the “Notice Period”x) prior upon written notice (by the “Termination Notice”) non-breaching Party to the Breaching breaching Party and specifying the breach and its claim within thirty (30) days of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period applicable cure period (if any) (assuming that the Breaching non-breaching Party cures has not already given such a notice upon the occurrence of a prior material, uncured breach specified in by the Termination Notice during breaching Party), the Notice Period (or, if non-breaching Party shall have the right to seek monetary damages for such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such material breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations limitations set forth in Section 4.1.212 hereof and/or equitable relief to prevent such material breach from continuing or occurring again in the future; and, Impact at its option, the non-breaching Party shall first provide written notice thereof have the right to Eikon terminate this Agreement. Notwithstanding the foregoing, if Chembio shall be enjoined from supplying Licensed Products to Inverness because of a lawsuit regarding Intellectual Property Rights of a Third Party, or Inverness shall be enjoined from selling Licensed Products because of a lawsuit regarding Intellectual Property Rights of a Third Party, and such injunction shall in either case cause a material breach of this Agreement, the Parties non-breaching Party shall meet within [***] after delivery of not have the right to seek monetary damages for such notice to Eikon to discuss material breach. Whenever a breach occurs and such breach can be cured in good faith such alleged a timely manner, the non-breaching Party shall cooperate with the Party in breach and Eikon’s Development or Commercialization plans, as applicable, with respect to take reasonable steps (at the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end cost of the Notice Period breaching Party) to resolve allow the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesbreach.

Material Breach. In the event that either Party If a Party: (the “Breaching Party”a) materially breaches this Agreement in a manner which cannot be cured; (b) materially breaches this Agreement in a manner that can be cured and a Party has failed to take steps to begin to cure within ninety (90) days following written notice of breach by the Party or Parties affected by the breach or is not diligently pursuing a cure thereafter; or (c) is subject to a petition for relief under any bankruptcy legislation, or makes an assignment for the benefit of its material obligations under this Agreementcreditors, in addition or is subject to any other right the appointment of a receiver for all or a substantial part of the Party’s assets, and remedy the other Party such petition, assignment or appointment, if involuntary, is not dismissed or vacated within ninety (the 90) days (each an “Non-Breaching PartyInsolvency Event”) may have), 23 then, on each such occasion, the Nonnon-Breaching breaching Party may terminate this Agreement by providing [***] shall have the right to exercise one or more of the following remedies: (the “Notice Period”x) prior upon written notice (by the “Termination Notice”) non-breaching Party to the Breaching breaching Party and specifying the breach and its claim within thirty (30) days of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period applicable cure period (if any) (assuming that the Breaching non-breaching Party cures has not already given such a notice upon the occurrence of a prior material, uncured breach specified in by the Termination Notice during breaching Party), the Notice Period (or, if non-breaching Party shall have the right to seek monetary damages for such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such material breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations limitations set forth in Section 4.1.214 hereof and/or equitable relief to prevent such material breach from continuing or occurring again in the future; and, Impact at its option, the non-breaching Party shall first provide have the right to terminate the rights of the breaching Party licensed hereunder upon written notice thereof to Eikon breaching Party. Notwithstanding the foregoing, the obligations of the breaching Party, including the licenses granted and appointments made hereunder to the non-breaching Parties shall meet within [***] after delivery continue unless the non-breaching Party agrees that such licenses and appointments shall terminate. Notwithstanding the foregoing, if Chembio shall be enjoined from supplying HIV Cassette Products to Inverness because of a lawsuit regarding Intellectual Property Rights of a Third Party, or Inverness shall be enjoined from selling HIV Cassette Products because of a lawsuit regarding Intellectual Property Rights of a Third Party, and such notice injunction shall in either case cause a material breach of this Agreement, the non-breaching Party shall not have the right to Eikon to discuss seek monetary damages for such material breach. Whenever a breach occurs and such breach can be cured in good faith such alleged a timely manner, the non-breaching Party shall cooperate with the Party in breach and Eikon’s Development or Commercialization plans, as applicable, with respect to take reasonable steps (at the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end cost of the Notice Period breaching Party) to resolve allow the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesbreach.

Material Breach. In the event that If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes the other Party (the “Breaching Party”) is in material breach in the performance of any of its obligations under this Agreement, then in addition to any other right and remedy the Non- Breaching Party may have, the Non-Breaching Party may terminate this Agreement by providing [****] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that that, except where any delay in termination of this Agreement would cause REGENX to be in breach of a REGENX Licensor Agreement, (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach default cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of at any time during the Notice Period to resolve the dispute regarding the material breach for which termination is being sought and is diligently pursuing such procedure, the cure period Notice Period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [****] and (ii) after the portion final resolution of the [***] cure period remaining as of the date dispute through such cure period was tolled pursuant to clause (c) dispute resolution procedure (or, with respect to a breach other than a payment breach, if the such breach cannot be cured within such period[****], the termination shall become effective only if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such has not commenced actions to cure such breach within the time [****] or thereafter fails to diligently continue such actions, up to a total period agreed by not to exceed [****], and (c) with respect to an uncured material breach of either Party’s diligence obligations under this Agreement, the Parties)other Party shall have the right to terminate this Agreement, in its entirety. It is understood that termination pursuant to this Section 13.2.1 For clarity, a payment breach hereunder shall be considered a remedy material breach of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesthis Agreement.

Material Breach. (i) In the event that either Party (of a material breach of the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] Supplier that remains uncured for thirty (the “Notice Period”30) prior days after receipt of written notice (the “Termination Notice”) thereof by Customer to the Breaching Party and specifying Supplier describing the breach and its claim of right to terminate; in all reasonable detail (provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified Supplier begins promptly and works diligently and in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions good faith to cure such breach within the Notice Period in accordance with this provision and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer is not capable of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be being cured within such periodthirty (30) days, if the Breaching Party commences actions Supplier may have up to thirty (30) additional days to cure such breach if it demonstrates that it is capable of curing such breach within such the additional period and thereafter the breach does not materially impair the ability of Customer to conduct its business), Customer may terminate the Agreement or the affected Services (and any Services the performance of which would be adversely affected in a material way by their termination) upon written notice thereof by Customer to Supplier. (ii) In the event of a material breach of a Statement of Work by Supplier that remains uncured for thirty (30) days after receipt of written notice thereof by Customer to Supplier describing the breach in all reasonable detail (provided that if Supplier begins promptly and works diligently continues such actions and in good faith to cure such breach in accordance with this provision and such breach is not capable of being cured within thirty (30) days, Supplier may have up to thirty (30) additional days to cure such breach if it demonstrates that it is capable of curing such breach within the time additional period agreed and the breach does not materially impair the ability of Customer to conduct its business), Customer may terminate the affected Statement of Work or the affected Services (and any Services the performance of which would be adversely affected in a material way by their termination) upon written notice thereof by Customer to Supplier. (iii) Upon the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be occurrence of a remedy of last resort and may be invoked only Service Level Termination Event (as defined in the case where Service Level Agreement), Customer may terminate the breach cannot applicable Statement of Work or the affected Services (and any Services the performance of which would be reasonably remedied adversely affected in a material way by the payment their termination) upon written notice thereof by Customer to Supplier as provided in such Statement of money damagesWork.

Material Breach. In the event that either of a material breach of this Agreement by a Party, the non-breaching Party may give the breaching Party a written notice identifying such material breach in reasonable detail (the “Breaching PartyMaterial Breach Notice”) materially breaches and giving the breaching Party an opportunity to cure such material breach within […***…] 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 of its material obligations under this Agreement, in addition amounts owed to any other right and remedy the other non-breaching Party hereunder) (the “NonCure Period”). If the breaching Party fails to cure such material breach within the Cure Period, then, subject to Section 15.2(b), representatives of the non-Breaching Party”) may have, the Non-Breaching breaching Party may terminate this Agreement by providing escalate the material breach to the Executive Officer of each Party for review and determination of a remedial plan for the breaching Party to remediate the material breach as promptly as reasonably possible (“Remedial Measures”). The Executive Officers or their respective designees shall, within […***…] (after such escalation, meet and discuss such material breach and determine the “Notice Period”) prior written notice (Remedial Measures. The breaching Party shall perform the “Termination Notice”) Remedial Measures and report in writing on a weekly basis to the Breaching Executive Officers or their respective designees on the actions taken and the progress in executing the Remedial Measures. The breaching Party will be solely responsible for any costs, expenses and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end liabilities incurred as a result of the Notice Period if material breach or the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery implementation of such notice to Eikon to discuss in good faith such alleged breach Remedial Measures. In parallel with the review by the Executive Officers or their respective designees and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for claritydetermination of Remedial Measures, the Notice Period breaching Party shall not commence prior use Transition Activity Commercially Reasonable Efforts to the conclusion remediate any on-going material breach of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesAgreement.

Material Breach. In the event that (a) If either Party believes that the other is in material breach of this Agreement (the “Breaching Party”) materially breaches any other than with respect to a breach of its material Sanofi’s obligations under this AgreementSection 5.1, in addition which is governed by Section 9.4), then the non-breaching Party may deliver notice of such breach to any the other right Party. In such notice the non-breaching Party will identify the actions or conduct that it wishes such Party to take for an acceptable and remedy prompt cure of such breach (or will otherwise state its good faith belief that such breach is incurable); provided that such identified actions or conduct will not be binding upon the other Party (with respect to the “Non-Breaching Party”) actions that it may haveneed to take to cure such breach. If the breach is curable, the Nonallegedly breaching Party will have 120 days to either cure such breach (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within 30 days following such notice) or, if a cure cannot be reasonably effected within such 120-Breaching day period, to deliver to the non-breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period. If the breaching Party fails to (i) cure such breach within the 120-day (or 30- day, as applicable) period or (ii) use Commercially Reasonable Efforts to carry out the plan and cure the breach, the non-breaching Party may terminate this Agreement on a Product-by-Product basis by providing [***] written notice to the breaching Party. (b) Notwithstanding the foregoing, if the allegedly breaching Party disputes in good faith the existence, materiality, or failure to cure of any such breach which is not a payment breach, and provides notice to the non-breaching Party (the “Notice PeriodOther Party”) prior written notice (of such dispute within such 120-day period, the “Termination Notice”) Other Party will not have the right to terminate this Agreement in accordance with this Section 9.3 unless and until it has been determined in accordance with Section 12.4 that this Agreement was materially breached by the Breaching allegedly breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions fails to cure such breach within the Notice Period and thereafter diligently continues 120 days following such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties)determination. It is understood and acknowledged that termination pursuant during the pendency of such a dispute, all of the terms and conditions of this Agreement will remain in effect and the Parties will continue to this perform all of their respective obligations hereunder. (c) This Section 13.2.1 shall 9.3 will be a remedy subject to and will not limit the provisions of last resort Section 9.4 and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesSection 9.5.

Material Breach. In the event that either (a) Upon a material breach of its obligations under this Agreement by a particular Party (in such capacity, the “Breaching Party”) materially breaches any of its material obligations under this Agreement), in addition to any other right and remedy the other Party (in such capacity, the “Non-Breaching Party”) may haveprovide written notice (a “Breach Notice”) to the Breaching Party specifying the material breach. If the Breaching Party fails to cure such material breach during the ninety (90) day period (or, if applicable, such longer period, but not to exceed one hundred and eighty (180) days, as would be reasonably necessary for a diligent party to cure such material breach, provided the Breaching Party has commenced and continues its diligent efforts to cure during the initial ninety (90) day period following the date on which the Breach Notice is provided), then the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior on written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminateParty; but provided that (a) the termination shall not become effective at the end of the Notice Period if the Non-Breaching Party cures the breach specified in the Termination Notice during the Notice Period may elect instead to terminate on a Subject Product-by-Subject Product and/or country-by-country basis (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actionsa “Partial Termination”), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions particular Subject Product and country that was at issue in the uncured material breach. (b) Notwithstanding the foregoing: (i) the cure period for any failure by Inspire to make Milestone Payments or either Party to make Royalty payments due hereunder shall be concluded before Impact thirty (30) days; provided, however, that the failure by a Party to make any such payment shall not be considered a breach to the extent that such payment is the subject of a good faith dispute by such Party, so long as such Party is using diligent, good faith efforts to resolve such dispute as promptly as practicable; and (ii) to the extent a material breach of this Agreement by Inspire affects Inspire’s performance and Faes’ rights under this Agreement as they relate to the Inspire Ophthalmic Products in the Inspire Ophthalmic Territory, but not the Principal Products in the Inspire Principal Territory, Faes may issue any not terminate this Agreement in its entirety, but instead may effect only a Partial Termination Notice with respect to the Inspire Ophthalmic Products in the Inspire Ophthalmic Territory, and in such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under case this Agreement within [***] following the end of the Notice Period will remain in full force and effect with respect to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only all Principal Products in the case where the breach cannot be reasonably remedied by the payment of money damagesInspire Principal Territory.

Material Breach. 5.1 The following shall constitute a material breach of this Agreement on the part of Donee: 5.1.1. The removal or alteration of the Name or the failure to comply with the other obligations of Donee, other than as a result of Donor’s breach of any of Donor’s obligations under Sections 3.1, 3.2 and 3.4 of this Agreement. Upon Donor’s request, Donee hereby consents to the entry of a judgment granting injunctive relief preventing the removal or alteration of the Name and granting specific performance with respect to the other provisions of this Agreement relating to the Name. For example, Donee shall be prohibited from intentionally breaching this Agreement by removing the Name if Donee receives a larger gift that requires the change of the Name. 5.1.2. After Completion of the Library, Donee’s failure to use the Library building as a public library. If the material breach is the failure to use the Library building as a public library and Donee has not cured the breach within 30 days after written notice of such breach, Donor’s exclusive remedy shall be specific performance and, upon Donor’s request, Donee hereby consents to the entry of a judgment granting injunctive relief requiring Donee to use the Library building as a public library. Nothing in this Section 5.1.2 shall be construed to prohibit the City from moving the Library to a new location as permitted by Section 3.2.‌ 5.1.3. Completion of the Library shall not have occurred on or prior to October 2, 2028. In such event, unless waived by Donor in Donor’s sole discretion, Donor’s exclusive remedy shall be to terminate this Agreement, including Donor’s obligation to make the Gift. Upon such termination, neither party shall have any further obligation or liability to the other under this Agreement. 5.2 The following shall constitute a material breach of this Agreement on the part of Donor: 5.2.1. Donor’s failure to make the Gift due and payable under Section 1.2 of this Agreement that is not cured within 30 days after the due date of such installment. In the event that either Party (of such a breach, Donee shall have the “Breaching Party”) materially breaches right to specifically enforce Donor’s obligations under this Agreement and, upon Donee’s request, Donor hereby consents to the entry of a judgment granting injunctive relief requiring Donor to pay such installments. Alternatively, Donee shall have the right to terminate this Agreement. Upon such a termination of the Agreement: a. Donee may remove the Name from the Library building and terminate all recognition arrangements under the Agreement; b. Donee shall not be obligated to refund any of its material amounts the Donor has already paid under Section 1.2; and c. Donee and Donor shall have no further obligations under this Agreement, in addition to any . 5.3 Any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate breach of this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions dispute involving this Agreement shall be concluded before Impact may issue any Termination Notice handled in accordance with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages6.

Material Breach. In the event that (a) If either Party (believes that the “Breaching Party”) materially breaches any other is in material breach of its material obligations under this Agreement, then the non-breaching Party may deliver notice of such breach to the other Party. In such notice the non-breaching Party shall identify the actions or conduct that it wishes such Party to take for an acceptable and prompt cure of such breach; provided that such identified actions or conduct shall not be binding upon the other Party with respect to the actions that it may need to take to cure such breach. The allegedly breaching Party shall have ninety (90) days to either cure such breach or, if cure cannot be reasonably effected within such ninety (90) day period, to deliver to the other Party a plan for curing such breach which the breaching Party believes is reasonably sufficient to effect a cure within a reasonable period; provided that the breaching Party must notify the non-breaching Party as soon as practicable after the breaching Party becomes aware that it will not be able to cure the breach within the ninety (90) day period. Following agreement to such plan by the other Party, such agreement not to be unreasonably withheld, the breaching Party shall use commercially reasonable efforts to carry out the plan and cure the breach. If the Party receiving notice of breach fails to cure such breach within the ninety (90) day period or the cure period identified in addition the proposed corrective plan, as applicable, or the Party providing the notice reasonably determines that the proposed corrective plan or the actions being taken to carry it out is not commercially practicable, the Party originally delivering the notice may declare a breach hereunder upon thirty (30) days advance written notice. Subject to Section 9.3(b), such notice shall effectively terminate this Agreement upon expiration of such thirty (30) day period. (b) Notwithstanding the foregoing, if the allegedly breaching Party disputes in good faith the existence or materiality of any other right such breach, and remedy provides notice to the other Party (the “Non-Breaching Other Party”) may haveof such dispute within such ninety (90) day period, the Non-Breaching Other Party may shall not have the right to terminate this Agreement in accordance with this Section 9.3 unless and until it has been determined in accordance with Section 12.4 that this Agreement was materially breached by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching allegedly breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions fails to cure such breach within ninety (90) days following such determination. It is understood and acknowledged that during the Notice Period pendency of such a dispute, all of the terms and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon conditions of its diligence obligations set forth this Agreement shall remain in Section 4.1.2, Impact shall first provide written notice thereof to Eikon effect and the Parties shall meet within [***] after delivery continue to perform all of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and their respective obligations hereunder. (c) if either Party initiates a dispute resolution procedure under This Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 9.3 shall be tolled subject to and shall not limit the termination shall become effective only if such breach remains uncured for the longer provisions of (i) [***] Section 9.4 and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages9.5.

Material Breach. In Either Party (the event that either “Non-Breaching Party”) shall have the right to terminate this Agreement in its entirety or on a Program-by-Program, Collaboration Product-by-Collaboration Product, or country-by-country basis, upon written notice to the other Party if such other Party (the “Breaching Party”) materially breaches an obligation under this Agreement and has not cured such breach within sixty (60) days (forty-five (45) days with respect to any payment breach) after notice of such breach from the non-breaching Party; provided, that if such breach is not reasonably capable of cure within such sixty (60) day period, but is capable of cure within one hundred twenty (120) days from such notice, the Breaching Party may submit, within thirty (30) days 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 sixty (60) day period, and, upon such submission, the sixty (60) day 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 for no more than one hundred twenty (120) days in total. Notwithstanding the foregoing, if the Breaching Party disputes that it has materially breached one or more of its material obligations under this Agreement, in addition the dispute shall be resolved pursuant to any other right and remedy either Section 14.3 or Section 14.5, at the other Party (the “Non-Breaching Party”’s election. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one (1) may haveor more of its obligations under this Agreement, then if the Breaching Party fails to complete the actions specified by such adverse ruling to cure such material breach in accordance with any procedures or timeframes established by the tribunal, then the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior upon written notice (the “Termination Notice”) to the Breaching Party and specifying the Party. Material breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (orinclude, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions)without limitation, (bi) with respect to any alleged Cue, a material breach of (A) its obligations under Section 2.9, (B) its obligation to use Commercially Reasonable Efforts to perform its specified obligations under each Research Plan pursuant to Section 4.1, (C) its obligations to use Commercially Reasonable Efforts to Develop a Collaboration Product in the United States pursuant to Section 4.6(b), (D) its obligations under Section 15.6(d) (including termination by LGC under Section 15.6(d)(ix)) or breach by Eikon Transferee thereof, (E) any use by Transferee of its diligence obligations set forth Data or LGC Technology in Section 4.1.2breach of this Agreement, Impact shall first provide written notice thereof to Eikon and (F) termination of the Parties shall meet within [***] after delivery Einstein License Agreement (other than a breach by LGC of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plansExhibit K), as applicable, (ii) with respect to LGC, a material breach of (A) its obligation to use Commercially Reasonable Efforts to perform its CMC Development obligations pursuant to Section 6.3 or Section 6.6 or to perform its technology transfer obligations pursuant to Section 6.9, (B) its obligation to use Commercially Reasonable Efforts to perform its specified obligations under each Research Plan pursuant to Section 4.1 or (C) its obligations to use Commercially Reasonable Efforts to Develop a Collaboration Product in the applicable Licensed ProductMajor LGC Territory Countries pursuant to Section 4.6(a), which discussions shall be concluded before Impact may issue any Termination Notice and (iii) with respect to such alleged breach (for clarityeach Party, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure other Party’s bankruptcy under Section 14.5 as permitted 13.2(c) or patent challenge under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties13.2(d). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages.

Material Breach. In This Agreement may be terminated in its entirety or on a Licensed Product-by-Licensed Product or country-by-country basis by a Party for a material breach of a material term of this Agreement (a “Material Breach”) by the event other Party; provided, that either the breaching Party has not cured (if curable) such breach within sixty (60) days after the date of written notice to the breaching Party of such breach (the “Breaching Cure Period”), which notice shall describe such breach in reasonable detail and shall state the non‑breaching Party”) materially breaches any of its material obligations under this Agreement, in addition ’s intention to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”in its entirety or on a Licensed Product-by-Licensed Product or country-by-country basis). Any termination of this Agreement (in its entirety or on a Licensed Product-by-Licensed Product or country-by-country basis) prior written notice (the “Termination Notice”under this Section 13.2(a) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if Cure Period, unless the Breaching breaching Party cures has cured such breach prior to the breach specified in the Termination Notice during the Notice Period (expiration of such Cure Period, or, if such breach canis not be cured susceptible to cure within the Notice Cure Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions)then, (b) except with respect to any alleged breach of any undisputed payment obligation, such Cure Period shall be extended for an additional ninety (90) days so long as the breaching Party continues to use commercially reasonable efforts to cure such Material Breach during such extension period. Notwithstanding the foregoing, (i) a Coherus breach of any material, undisputed payment obligation payable by Eikon of its diligence obligations set forth in Section 4.1.2Coherus to Innovent under Article 8 shall be deemed a Material Breach, Impact and (ii) Coherus shall first provide written notice thereof have thirty (30) days to Eikon and cure any such breach, not to be extended; provided that, if a government or regulatory action (or inaction) prevents Coherus from making such payment to Innovent within such thirty (30) day period, the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith to extend such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach thirty (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact30) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such day period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages.

Material Breach. In Mereo will have the event that either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition right to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (orevent of any material breach by UGNX of any terms and conditions of this Agreement; provided, however, that such termination will not be effective if such breach cannot be has been cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery written notice thereof is given by Mereo to UGNX specifying the nature of the alleged breach; provided further, however, if such notice breach is not reasonably subject to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement cure within [***] following the end after receipt of the Notice Period written notice thereof, then as long as UGNX used Commercially Reasonable Efforts to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) during such [***] and (ii) the portion of the period, UGNX shall have an additional [***] to effect such cure provided that UGNX continues to use Commercially Reasonable Efforts to cure such breach during such additional [***] period and shall have provided to Mereo at the beginning of such additional period a written plan on how it intended to cure such breach during such additional period. Notwithstanding the foregoing in this Section 14.2.1, in the event of a good faith dispute as to whether a material breach by UGNX has occurred, the foregoing cure period remaining as with respect thereto will be tolled pending final resolution of such dispute in accordance with the terms of this Agreement; provided, however, if such dispute relates to payment, such tolling of the date such cure period was tolled pursuant will only apply with respect to clause (c) (orpayment of the disputed amounts, and not with respect to any undisputed amount. Notwithstanding the foregoing, if the breach cannot be cured within such period, if the Breaching Party commences actions and failure to cure contemplated by this Section 14.2.1 is with respect to UGNX’s material breach in one or more (but not all) of the countries in the UGNX Territory (but excluding the U.S.), then Mereo shall not have the right to terminate this Agreement in its entirely, but shall have the right to terminate this Agreement solely with respect to such country(ies) to which such breach within such period and thereafter diligently continues such actions failure to cure such breach within the time period agreed by the Partiesapplies (each, a “Terminated Country”). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages.

Material Breach. In the event that If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in breach of one (1) or more of its material obligations under this Agreement (subject to Section 12.2.3), then the Non-Breaching Party may havedeliver notice of such breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it is in breach of one (1) or more of its material obligations under this Agreement, then if the Breaching Party fails to cure such breach, or fails to take steps as would be considered reasonable to effectively cure such breach, within [...***...] days after receipt of the Default Notice, or if such compliance cannot be fully achieved within such [...***...] day period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior upon written notice (the “Termination Notice”) to the Breaching Party. If the Breaching Party and specifying disputes that it is in breach of one (1) of its material obligations under this Agreement, the breach and its claim of right dispute shall be resolved pursuant to terminate; provided that (a) the termination shall not become effective at the end Section 13.7. If, as a result of the Notice Period application of such dispute resolution procedures, the Breaching Party is determined to be in breach of one (1) or more of its material obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party cures fails to complete the breach actions specified in by the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions Adverse Ruling to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [...***...] days after delivery of such notice to Eikon to discuss in good faith ruling, or if such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall compliance cannot be concluded before Impact may issue any Termination Notice with respect to fully achieved within such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [...***...] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure day period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) Breaching Party has failed to commence * Confidential information, indicated by [...***] ...], has been omitted from this filing and (ii) filed separately with the portion of U.S. Securities and Exchange Commission. compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, then the [***] cure period remaining as of the date such cure period was tolled pursuant Non-Breaching Party may terminate this Agreement upon written notice to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesParty.

Material Breach. In the event (a) If any Party believes that either another Party is in material breach of this Agreement, such Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “"Non-Breaching Party”") may haveshall give notice of such alleged breach to each Party which it believes to be in material breach (the "Breaching Party"), with a concurrent notice to the other Party. Such notice shall state with specificity the nature of the breach. If the Breaching Party either cures such breach within [ * ] of such notice or, if it is not possible to cure such breach within such [ * ] period, the Breaching Party commences diligent, good faith efforts to cure such breach during such [ * ] period and continues using such efforts for a prompt and successful cure of the breach, then the Non-Breaching Party shall have no further remedy except the right to recover money damages, if any, through arbitration pursuant to Article 17 of the Operating Agreement and to protect its rights in Confidential Information and intellectual property, either through arbitration or judicial relief. (b) If the Breaching Party does not cure the alleged breach as provided in Section 14.3(a), the Non-Breaching Party shall have the right to commence an arbitration pursuant to Article 17 of the Operating Agreement to either (i) seek specific performance of this Agreement and/or recover money damages, or (ii) seek to terminate this Agreement and exercise the rights of a non-defaulting Party set forth in Section 14.2(c) or 14.2(d) of the Operating Agreement (termination and dissolution of the LLC or purchase of the interest of the Defaulting Party). If the arbitrator determines that a material breach of this Agreement has occurred, the arbitrator shall order specific performance and/or the payment of money damages, unless the arbitrator determines either that such relief would be inadequate to compensate the Non-Breaching Party for the harm resulting from the breach or that in view of the circumstances then prevailing, the Breaching Party cannot provide adequate assurances that if this Agreement and the LLC were to continue, the Non-Breaching Party would in the future receive the benefits of its bargain set forth herein and therein. If the arbitrator makes a determination that specific performance and/or money damages would be inadequate or that the Breaching Party cannot provide such adequate assurances, then the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end make either of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations elections set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development 14.2(c) or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact14.2(d) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesOperating Agreement.

Material Breach. In the event that If either Party (the ““ Non-Breaching PartyParty ”) believes that the other Party (the “ Breaching Party ”) has materially breaches any breached one or more of its material obligations under this Agreement, in addition to any other right and remedy then the other Party (the “Non-Breaching PartyParty may deliver notice of such material breach to the Breaching Party (a “ Default Notice ”). The Parties agree that termination pursuant to this Section 12.2 is a remedy to be invoked only if the breach cannot be adequately remedied through a combination of specific performance and the payment of money damages. In that regard, if the money damages payable under this Agreement by reason of a breach were materially limited by reason of Section 11.6 (for reasons other than the exclusion for punitive damages), it shall be assumed that the payment of money damages was not an adequate remedy for the reach unless the breaching Party elects to waive the protections of Section 11.6 (other than with respect to punitive damages) may haveand pay the resulting amounts. If the Breaching Party does not dispute that it has committed a material breach of one or more of its material obligations under this Agreement, then if the Breaching Party fails to cure such breach, or fails to Specific terms in this Exhibit have been redacted because such terms are both not material and are of the type that the Company treats as private or confidential. These redacted terms have been marked in this Exhibit with three asterisks [***]. take steps as would be considered reasonable to effectively cure such breach, within [***] days after receipt of the Default Notice, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior upon written notice (the “Termination Notice”) to the Breaching Party. If the Breaching Party and specifying disputes that it has materially breached one of its material obligations under this Agreement, the breach and its claim of right dispute shall be resolved pursuant to terminate; provided that (a) the termination shall not become effective at the end Section 13.6. If, as a result of the Notice Period application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one or more of its material obligations under this Agreement (an “ Adverse Ruling ”), then if the Breaching Party cures fails to complete the breach actions specified in by the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions Adverse Ruling to cure such material breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] days after delivery of such notice to Eikon to discuss in good faith ruling, or if such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall compliance cannot be concluded before Impact may issue any Termination Notice with respect to fully achieved within such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of ]- (i) [***] ]) day period and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions has failed to cure such breach within such period and commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter diligently continues such actions as is reasonably possible, then the Non-Breaching Party may terminate this Agreement upon written notice to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesBreaching Party.

Material Breach. In the event that either Party (the “Breaching Party”) materially breaches any Upon a Material Breach, as hereinafter defined, by Trademark Originator of its material obligations under this Guess? License Agreement, in addition IP Holder shall have the right to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior Guess? License Agreement, provided that IP Holder first gives written notice of such breach (the “Termination Notice”other than with respect to clause (1) or (6) below) to the Breaching Party Trademark Originator and specifying (other than with respect to clause (6) below) gives Trademark Originator thirty (30) days to cure or to take effective steps to cure the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if unless such breach cannot be cured within the Notice Period, if the Breaching Party commences actions a 30-day period and Trademark Originator shall have commenced to cure such breach and cures it within any additional 30-day period; provided, that this additional 30-day period will not apply in the Notice Period and thereafter diligently continues such actionscase of clause (1) below), . Material Breach shall include Trademark Originator’s: (b1) with respect failure to make any alleged payments under this Guess? License Agreement; (2) breach by Eikon of its diligence representations and warranties under Section 8.01 hereof; (3) breach of its covenants under Section 4.02(a) hereof; (4) failure to fulfill any of its other obligations set forth in Section 4.1.2under this Guess? License Agreement, Impact shall first provide written notice thereof including, but not limited to, Trademark Originator’s quality control obligations; (5) permitting any of its subsidiaries to Eikon and commit what would be a material breach if committed by Trademark Originator; or (6) filing a petition for relief under applicable bankruptcy law, or the Parties shall meet within [***] after delivery filing of such notice a petition against Trademark Originator, if not discharged within sixty (60) days after the date of filing; or making any assignment for the benefit of creditors; or becoming the subject of proceedings under any insolvency, reorganization or receivership law; or having a receiver appointed for Trademark Originator or a substantial part of its business. Upon or before expiration of any sixty (60) or thirty (30) day period to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization planscure, as applicable, with respect to the applicable Licensed Product, which discussions Trademark Originator shall be concluded before Impact may issue inform IP Holder in writing of any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions or any steps it has taken to cure the Material Breach. If, in IP Holder’s sole discretion, such breach within such period and thereafter diligently continues such actions steps are not effective to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to Material Breach, IP Holder may immediately terminate this Section 13.2.1 shall be a remedy Guess? License Agreement and all rights of last resort Trademark Originator and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesits subsidiaries.

Material Breach. In the event that either Party (the “Breaching Party”) materially breaches any commits a material breach of its material representations, warranties or obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement (a) on a Licensed Target by Licensed Target and country by country basis, to the extent that such material breach relates to Licensed Product(s) directed against such Licensed Target(s) in such country(ies) or (b) in its entirety only if such material breach fundamentally frustrates the objectives or transactions contemplated by this Agreement taken as a whole. If a Party elects to exercise such right to terminate, it shall do so by providing written notice of the alleged breach (the "Notice of Breach") to the breaching Party. If such material breach pertains to the payment of undisputed amounts payable under this Agreement and remains uncured for [***] (after the “breaching Party's receipt of such Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (Breach or, if such material breach canpertains to another material breach (other than for non-payment) and remains uncured for [***] after the breaching Party's receipt of such Notice of Breach, then the non-breaching Party may terminate this Agreement, as and to the extent permitted in (a) or (b) above, on [***] days notice by giving a written notice of termination ("Notice of Termination") to the breaching Party; provided, however, that if such breach (other than for non-payment) is not be cured susceptible to cure within the Notice Periodinitial [***] period and the breaching Party uses continuous, if the Breaching Party commences actions diligent, good faith efforts to cure such breach, it shall document such efforts by written notice to the non-breaching Party on or before the end of such [***] period, and the stated cure period will be extended by an additional [***]. This Agreement shall be deemed terminated (as and to the extent permitted in (a) or (b) above) [***] after the breaching Party's receipt of such Notice of Termination, unless the breaching Party has fully cured the breach prior to the expiration of such [***] period. In the event that Trubion is the breaching Party and fails to cure any such material breach within the Notice Period and thereafter diligently continues such actions), (bapplicable time period(s) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2above, Impact shall first provide written notice thereof to Eikon and the Parties shall meet Wyeth, within [***] after delivery the expiration of the cure period for such breach, may elect, in lieu of terminating this Agreement, by written notice to Eikon Trubion (a "Notice of Modification"), to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plansmodify the terms of this Agreement, as applicable(and only to the extent) provided in Section 9.8, on a Licensed Target-by-Licensed Target and country-by-country basis (but only to the extent such material breach relates to Licensed Product(s) directed against such Licensed Target(s) in such country(ies)), in which event, Wyeth shall be deemed to have waived its right to terminate this Agreement under this Section 9.5 with respect to such Licensed Target(s) in such country(ies) only with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect material breach giving rise to such alleged breach (for clarityaction under this Section 9.5. Notwithstanding the foregoing, the Notice Period a Party shall not commence prior to the conclusion be in breach of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted its obligations under this Agreement within [***] following to the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if extent that such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed caused by the Parties). It is understood that termination pursuant other Party's failure to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesperform its obligations hereunder.

Material Breach. In the event that If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one (1) or more of its material obligations under this Agreement, then the Non-Breaching Party may havedeliver notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach of one (1) or more of its material obligations under this Agreement, then if the Breaching Party fails to cure such breach within ninety (90) days after receipt of the Default Notice, or if such compliance cannot be fully achieved within such ninety (90) day period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior upon written notice (the “Termination Notice”) to the Breaching Party. If the Breaching Party and specifying disputes that it has materially breached one (1) of its material obligations under this Agreement, the breach and its claim of right dispute shall be resolved pursuant to terminate; provided that (a) the termination shall not become effective at the end Section 14.7. If, as a result of the Notice Period application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one (1) or more of its material obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party cures fails to complete the actions specified by the Adverse Ruling to cure such material breach specified in the Termination Notice during the Notice Period within ninety (or90) days after such ruling, or if such breach compliance cannot be cured fully achieved within the Notice Period, if such ninety (90) day period and the Breaching Party commences actions has failed to cure such breach within commence diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, then the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide Non-Breaching Party may terminate this Agreement upon written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesParty.

Material Breach. In the event that (a) If either Party (believes that the “Breaching Party”) materially breaches any other is in material breach of its material obligations under this Agreement, in addition then the non-breaching Party may deliver notice of such breach to any the other right Party. In such notice the non-breaching Party will identify the actions or conduct that it wishes such Party to take for an acceptable and remedy prompt cure of such breach (or will otherwise state its good faith belief that such breach is incurable); provided that such identified actions or conduct will not be binding upon the other Party (with respect to the “Non-Breaching Party”) actions that it may haveneed to take to cure such breach. If the breach is curable, the Nonallegedly breaching Party will have [***] days to either cure such breach (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within thirty (30) days following such notice) or, if a cure cannot be reasonably effected within such [***] day period, to deliver to the non-Breaching breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period. If the breaching Party fails to (i) cure such breach within the [***] day period (or 30 day as applicable) or (ii) use Commercially Reasonable Efforts to carry out the plan and cure the breach, the non-breaching Party may terminate this Agreement on an Option Target-by-Option Target basis or Option Product-by-Option Product basis by providing written notice to the breaching Party. (b) Notwithstanding the foregoing, if the allegedly breaching Party disputes in good faith the existence, materiality, or failure to cure of any such breach which is not a payment breach, and provides notice to the non-breaching Party (the “Other Party”) of such dispute within such [***] (day period, the “Notice Period”) prior written notice (Other Party will not have the “Termination Notice”) right to terminate this Agreement in accordance with this Section 8.3 unless and until it has been determined in accordance with Section 11.4 that this Agreement was materially breached by the Breaching allegedly breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions fails to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of days following such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties)determination. It is understood and acknowledged that termination pursuant during the pendency of such a dispute, all of the terms and conditions of this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder. (c) Using the same procedures set forth in paragraphs (a) and (b) of this Section 13.2.1 shall be a remedy 8.3, Regulus may terminate this Agreement if Regulus exercises its termination right under the Collaboration Agreement for Sanofi’s uncured material breach of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesCollaboration Agreement.

Material Breach. In (a) Subject to Section 13.2.1(b), either Party (the event that either “Non- Breaching Party”) shall have the right to terminate this Agreement in its entirety immediately upon written notice if the other Party (the “Breaching Party”) has materially breaches any breached this Agreement and the Breaching Party has not cured such breach within [***] days (or [***] days for breach of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”payment obligations) may have, after receiving written notice from the Non-Breaching Party may terminate this Agreement by providing [***] identifying such material breach with particularity (the a “Notice Period”) prior written notice (the “Termination Default Notice”). (b) to If the alleged Breaching Party and specifying disputes in good faith the breach and its claim existence or materiality of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the a breach specified in the Termination a Default Notice during the Notice Period (orprovided in accordance with Section 13.2.1(a), if and such breach cannot be cured within the Notice Period, if the alleged Breaching Party commences actions to cure provides the other Party notice of such breach within the Notice Period dispute and thereafter diligently continues submits such actions), (b) dispute for resolution in accordance with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet 15.5.2 within [***] after delivery receipt of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarityDefault Notice, the Notice Period Non-Breaching Party shall not commence prior have the right to terminate this Agreement under Section 13.2.1(a) unless and until (i) the conclusion of such good faith discussions arbitrator(s), in accordance with Section 15.5.2, has determined that the alleged Breaching Party has materially breached this Agreement and the subsequent issuance of a Termination Notice by Impact) and (c) if either Breaching Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement fails to cure such breach within [***] days following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedurearbitrators’ decision, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and or (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the alleged breach cannot be cured within such periodis in regards to a Party’s diligence obligations under this Agreement, if the Breaching Party commences actions fails to cure such breach within such period and thereafter diligently continues such actions to cure such breach within implement the time period agreed by measures contemplated in the Partieslast sentence of this Section 13.2.1(b). It is understood and agreed that termination pursuant 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 then respective obligations hereunder. In the event the alleged breach is in regards to a Party’s diligence obligations under this Section 13.2.1 Agreement, then, concurrent with such dispute resolution process, the Parties shall be a remedy discuss in good faith and implement appropriate measures that would improve the diligence level of last resort and may be invoked only in such Party to address the case where the breach cannot be reasonably remedied by the payment of money damagesother Party’s concerns.

Material Breach. In the event that either Party If a Party: (the “Breaching Party”a) materially breaches this Agreement in a manner which cannot be cured; (b) materially breaches this Agreement in a manner that can be cured and a Party has failed to take steps to begin to cure within ninety (90) days following written notice of breach by the Party or Parties affected by the breach or is not diligently pursuing a cure thereafter; or (c) is subject to a petition for relief under any bankruptcy legislation, or makes an assignment for the benefit of its material obligations under this Agreementcreditors, in addition or is subject to any other right the appointment of a receiver for all or a substantial part of the Party’s assets, and remedy the other Party such petition, assignment or appointment, if involuntary, is not dismissed or vacated within ninety (the 90) days (each an “Non-Breaching PartyInsolvency Event”) may have), then, on each such occasion, the Nonnon-Breaching breaching Party may terminate this Agreement by providing [***] shall have the right to exercise one or more of the following remedies: (the “Notice Period”x) prior upon written notice (by the “Termination Notice”) non-breaching Party to the Breaching breaching Party and specifying the breach and its claim within thirty (30) days of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period applicable cure period (if any) (assuming that the Breaching non-breaching Party cures has not already given such a notice upon the occurrence of a prior material, uncured breach specified in by the Termination Notice during breaching Party), the Notice Period (or, if non-breaching Party shall have the right to seek monetary damages for such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such material breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations limitations set forth in Section 4.1.214 hereof and/or equitable relief to prevent such material breach from continuing or occurring again in the future; and, Impact at its option, the non-breaching Party shall first provide have the right to terminate the rights of the breaching Party licensed hereunder upon written notice thereof to Eikon breaching Party. Notwithstanding the foregoing, the obligations of the breaching Party, including the licenses granted and appointments made hereunder to the non-breaching Parties shall meet within [***] after delivery continue unless the non-breaching Party agrees that such licenses and appointments shall terminate. Notwithstanding the foregoing, if Chembio shall be enjoined from supplying HIV Cassette Products to Inverness because of a lawsuit regarding Intellectual Property Rights of a Third Party, or Inverness shall be enjoined from selling HIV Cassette Products because of a lawsuit regarding Intellectual Property Rights of a Third Party, and such notice injunction shall in either case cause a material breach of this Agreement, the non-breaching Party shall not have the right to Eikon to discuss seek monetary damages for such material breach. Whenever a breach occurs and such breach can be cured in good faith such alleged a timely manner, the non-breaching Party shall cooperate with the Party in breach and Eikon’s Development or Commercialization plans, as applicable, with respect to take reasonable steps (at the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end cost of the Notice Period breaching Party) to resolve allow the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesbreach.

Material Breach. In the event that either Party (the “Breaching Party”) materially breaches shall be in material breach in the performance of any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (i) ninety (90) days of advance written notice (if terminating before receiving Regulatory Approval in the relevant country or countries) or (ii) one hundred and eighty (180) days of advance written notice (if terminating after receiving Regulatory Approval in the relevant country or countries) (clauses (i) and (ii), the “Notice Period”) prior written notice (each such notice, the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the applicable Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the applicable Notice Period (or, if such breach default cannot be cured within the applicable Notice Period, if the Breaching Party commences actions to cure such breach within the applicable Notice Period and thereafter diligently continues such actions), ) and (b) with respect to any alleged an uncured material breach by Eikon consisting of its Licensee’s diligence obligations set forth in under Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development 3.1.1 or Commercialization plansSection 3.3.1, as applicable, with respect to any country in the applicable Licensed ProductTerritory, which discussions RVL shall be concluded before Impact may issue any Termination Notice have the right to terminate this Agreement with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagescountry.

Material Breach. In the event that either Party (the “Breaching Party”a) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Either Party may terminate this Agreement immediately in the event of a material breach of this Agreement by providing [***] the other Party (including, for the “Notice Period”avoidance of doubt, a Success Payment Default) prior provided that the breaching Party has received written notice (from the “Termination Notice”) to non-breaching Party of such breach, specifying in the Breaching Party and specifying reasonable detail the particulars of the alleged breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach canhas not be been cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end date of the Notice Period to resolve relevant notice. For the dispute for which termination is being sought and is diligently pursuing such procedureavoidance of doubt, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and it will not be a material breach by Nektar if Nektar elects not to file for Regulatory Approval in the event a Clinical Trial does not achieve its Clinical Trial Success Criteria, (ii) a material breach by Nektar under the portion BMS Agreement that materially and adversely impacts the completion of the [***] cure period remaining as Melanoma Clinical Trial or the submission of a filing for Regulatory Approval will be deemed to be a material breach of this Agreement by Nektar and (iii) a failure by Nektar to use Commercially Reasonable Efforts to enforce the BMS Agreement in the event of a material breach by BMS under the BMS Agreement that materially and adversely impacts the completion of the date Melanoma Clinical Trial or the submission of a filing for Regulatory Approval will be deemed to be a material breach of this Agreement by Nektar. The non-breaching Party shall have the right to pursue remedies it may have at law or equity for such cure period was tolled pursuant breach, including the right to clause seek damages from the breaching Party. (cb) (or, if In the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It event this Agreement is understood that termination terminated pursuant to this Section 13.2.1 then Nektar may elect to continue development of the Product. If any Regulatory Approval or Other Indication Regulatory Approval is obtained following such termination, Nektar shall remain obligated to pay to SFJ any Success Payments that become due and payable pursuant to Article 6 at the time such payments become due and payable pursuant to Article 6 (if ever) (except to the extent of the amount of any Buy-Out Payment pursuant to Section 6.7) as a result of such Regulatory Approval or Other Indication Regulatory Approval, provided that such Success Payments (or Buy-Out Payment paid by Nektar, as applicable) shall be a remedy of last resort and may be invoked only adjusted as set forth in the case where the breach cannot be reasonably remedied by the payment of money damagesSection 6.2.

Material Breach. In Either Party shall have the event that either right to terminate this Agreement, upon written notice to the other Party (if such other Party, after receiving written notice from the “Breaching Party”) materially breaches any terminating Party identifying a material breach by such other Party of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions fails to cure (or if not curable within such time period, adopt a plan for cure during such time period) such material breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery from the date of such notice to Eikon to discuss (or, in good faith such alleged breach and Eikon’s Development or Commercialization plansthe case of payment obligations, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following from the end date of such notice); provided, however, that in the Notice Period to resolve event the non-terminating Party contests any such asserted breach in good faith and diligently pursues the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period resolution procedures set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if ARTICLE 13, such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as shall be tolled or suspended until the final resolution of such dispute pursuant to the terms of, and in accordance with, the terms and provisions of ARTICLE 13, subject to any exercise by MTPC of its right of termination of the date MTPC Agreement due to any material breach of the provisions or conditions of the MTPC Agreement arising from the facts or circumstances that resulted in the material breach by such cure period was tolled pursuant non-terminating Party hereunder. Notwithstanding the foregoing, in the event of any uncured material breach by Licensee of its obligations hereunder, VIVUS shall only exercise its right to clause terminate this Agreement under this Section 12.2(a) to the extent that MTPC exercises its right of termination of the MTPC Agreement due to a material breach of the MTPC Agreement. For the avoidance of doubt (c) (orand without limiting VIVUS’ remedies for any other breaches by Licensee), if Licensee’s uncured failure to pay the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed amounts set forth in Section 7.1 by the Parties). It is understood that termination pursuant deadlines set forth therein shall each be deemed to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages.material breach

Material Breach. In If either party believes that the event that either Party other party has materially breached its obligations hereunder, then the non-breaching party (the “Breaching PartyAccuser”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written shall give notice (the “Termination Breach Notice”) to the Breaching Party breaching party (“Accused”), setting forth in detail the basis for the belief (“Accusation”) and specifying indicating that the Accused must cure said breach and its claim of right to terminate; provided that within 30 days (“Cure Period”). (a) If the termination Accused, in good faith denies the Accusation, then the Accused shall not become effective at give notice within the end Cure Period to the Accuser demanding an arbitration of whether there has been a material breach of this Agreement. Such arbitration shall be conducted in accordance with Section 11.7 hereof and the parties agree, in good faith, to commence the arbitration within 60 days of the Breach Notice Period if the Breaching Party cures the breach specified and participate in the Termination Notice during arbitration in a “time is the Notice Period (or, if such breach cannot be cured within essence of the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), arbitration” basis. (b) If the Accused agrees with respect to any alleged breach the Breach Notice and cures the Material Breach within the Cure Period, no further action will be required by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and either party. (c) if either Party initiates a dispute resolution procedure If the Accused agrees with the Breach Notice, but the breach is not curable within the Cure Period and the Accused is making diligent efforts to cure the breach during the Cure Period (“Good Faith Cure Efforts”), the parties shall continue to operate under Section 14.5 as permitted under the terms and conditions of this Agreement Agreement. If after the exercise of such Good Faith Cure Efforts, the Accused shall be unable to cure the breach within [***] following 60 days from the end Breach Notice, the Accuser shall, in good faith, extend the time in which to cure the breach, upon request of the Notice Period Accused. In the event the Accuser does not extend the time in which to resolve cure the dispute for which termination is being sought and is diligently pursuing such procedurebreach, the cure period set forth in this Section 13.2.1 Accused shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled entitled to arbitrate pursuant to clause (c) (or, if Section 11.7 whether the breach cannot be cured within such period, if the Breaching Party commences actions Accused is entitled to an extension in order to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesbreach.

Material Breach. In the event that either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Either Party may terminate this Agreement for any material breach by providing the other Party, provided that the terminating Party gives the breaching Party written notice of such breach and the breach remains uncured after the expiration of [***] (the “Notice Period”) prior after such written notice (the “Termination Notice”) was given. Notwithstanding anything to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Periodcontrary herein, if the Breaching allegedly breaching Party commences actions in good faith either disputes (i) whether a breach is material or has occurred or (ii) the alleged failure to cure or remedy such material breach, and provides written notice of that dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions in Article 12, and the notifying Party may not terminate this Agreement until it has been determined under Article 12 that the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery the conclusion of such notice that dispute resolution procedure. Further, where the material breach giving the right to Eikon terminate is a failure to discuss in good faith such alleged breach and Eikon’s Development or Commercialization planspay amounts due with respect only to a particular Licensed Product, as applicable, the terminating Party may terminate this Agreement only with respect to the applicable particular Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged Product that is the subject of the breach (for clarityi.e., exclude that Licensed Product from the Notice Period shall not commence prior scope of the licenses granted to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impactbreaching Party) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this may not terminate the Agreement within [***in its entirety. [ * ] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (orMARKED BY BRACKETS, if the breach cannot be cured within such periodHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesAS AMENDED.

Material Breach. In Subject to the event that other terms of this Agreement, this Agreement and the rights granted herein may be terminated by either Party (a) on a Program-by-Program basis prior to Celgene’s exercise of its Option for such Program, for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole (each, a “Breaching PartyMaterial Breach”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy by the other Party of this Agreement with respect to such Program, or (b) on a Program-by-Program basis after Celgene’s exercise of its Option for such Program, if a Development & Commercialization Agreement for such Program is terminated for Material Breach by a Party; provided in each of (a) or (b) that the breaching Party has not cured such breach within [**] after the date of written notice to the breaching Party of such breach (or [**] in the case of a breach as a result of non-payment of any amounts due under this Agreement or a Development & Commercialization Agreement, as applicable) (the “NonCure Period”), which notice shall describe such breach in reasonable detail and shall state the non-Breaching breaching Party”) may have, the Non-Breaching Party may ’s intention to terminate this Agreement by providing [***] (with respect to a given Program, pursuant to this Section 11.3.1 with respect to such Program. For clarity, but subject to Section 11.3.2, the “Notice Period”) prior written notice (the “Termination Notice”) Cure Period for any allegation made in good faith as to the Breaching Party and specifying the breach and its claim of right a Material Breach under this Agreement with respect to terminate; provided that a given Program for events described in subsections (a) or (b) of this Section 11.3.1 will run from the date that written notice was first provided to the breaching Party by the non-breaching Party. Any such termination of this Agreement with respect to a given Program under this Section 11.3.1 shall not become effective at the end of the Notice Period if Cure Period, unless the Breaching breaching Party cures has cured any such breach or default prior to the breach specified in the Termination Notice during the Notice Period (expiration of such Cure Period, or, if such breach canis not be cured susceptible to cure within the Notice Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the Breaching breaching Party commences actions has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such breach plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party within [**] after the Notice Period and thereafter diligently continues such actions)date that written notice was first provided to the breaching Party by the non-breaching Party. For the avoidance of doubt, termination of any particular Program(s) pursuant to this Section 11.3.1 shall not terminate (bi) this Agreement with respect to any alleged breach by Eikon other Program(s) or (ii) any Development & Commercialization Agreement for any other Program. The Parties understand and agree that the totality of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, this Agreement with respect to the applicable Licensed Producta given Program, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages].

Material Breach. In the event that either Party (the “Breaching Party”) materially breaches any of its material duties or obligations under this Agreementhereunder, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the which breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within thirty (30) days after [*] CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED BY "[*]" HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. written notice is given specifying the Notice Periodbreach, if then the Breaching non-breaching Party commences actions may, by promptly giving written notice thereof to cure the breaching Party, terminate this Agreement as of a date specified in such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to notice of termination. If EFI breaches any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.24.c., Impact which breach shall first provide not be cured within five (5) days after (i) written notice is given specifying the breach and clearly stating the five (5) day cure period for such breach, and (ii) such notice of the alleged breach and the five (5) day cure period is provided by at least one of Axeda's Advisory Board members to at least one of EFI's Advisory Board members, then Axeda may, by promptly giving written notice thereof to Eikon and the Parties shall meet within [***] after delivery EFI, terminate this Agreement and/or any license hereunder as of a date specified in such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue of termination. If Axeda breaches any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period its obligations set forth in this Section 13.2.1 Sections 8.b. through 8.e., which breach shall not be tolled and the termination shall become effective only if such breach remains uncured for the longer of cured within thirty (30) days after (i) [***] written notice is given specifying the breach and clearly stating the thirty (30) day cure period for such breach, and (ii) the portion such notice of the [***] alleged breach and the thirty (30) day cure period remaining is provided by at least one of EFI's Advisory Board members to at least one of Axeda's Advisory Board members, then EFI may, by promptly giving written notice thereof to Axeda, terminate this Agreement as of the a date specified in such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy notice of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagestermination.

Material Breach. In the event of a material breach of this Agreement, the non-breaching Party shall have the right to terminate this Agreement in its entirety (if the breach is material to the Agreement as a whole) 82 by written notice to the breaching Party specifying the nature of such breach in reasonable detail. Such termination shall become effective 90 days from receipt of such notice by the breaching Party, except that either Party (such period shall be 30 days in the “Breaching Party”event the basis of the alleged material breach is a failure to make payment(s) materially breaches any of its material obligations under this Agreement, unless in addition to any other right and remedy each case the other breaching Party has cured such breach within such ninety (90) or 30 day period (as applicable). Notwithstanding the “Non-Breaching Party”foregoing: (i) may have, except in the Non-Breaching Party may terminate this Agreement by providing [***] (event the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end basis of the Notice Period if the Breaching Party cures the alleged material breach specified in the Termination Notice during the Notice Period is a failure to make payment(s) under this Agreement, such ninety (or, if 90)-day cure period shall be extended for an additional 90 days or such breach cannot be cured within the Notice Period, if the Breaching Party commences actions longer period as is reasonably required to cure such breach within if the Notice Period and thereafter diligently continues such actions)breaching Party is employing ongoing, (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith efforts to cure such alleged material breach; (ii) in the event the basis of the alleged material breach and Eikon’s Development or Commercialization plans, as applicable, with respect is a failure to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impactmake payment(s) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following and the end alleged breaching Party: (A) notifies the non-breaching Party, during such thirty (30)-day cure period, of a bona fide dispute regarding whether such payment(s) are due; and (B) pays the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing undisputed portion of such procedurepayment(s) on or before providing such notice, the such thirty (30)-day cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if pending resolution of such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled dispute pursuant to clause 8.5, and in the event the dispute is finally resolved against the Party allegedly in material breach, the applicable cure period shall commence upon such final resolution; and (ciii) in the event the basis of the alleged material breach is other than a failure to make payment(s) under this Agreement and the alleged breaching Party notifies the non-breaching Party, during such ninety (or, if the breach cannot be cured within such 90)-day cure period, if of a bona fide dispute regarding the Breaching Party commences actions to alleged breach, such ninety (90)-day cure period shall be tolled pending resolution of such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination dispute pursuant to this Section 13.2.1 shall be a remedy of last resort clause 8.5, and may be invoked only in the case where event the breach cannot be reasonably remedied by dispute is finally resolved against the payment of money damagesParty allegedly in material breach, the applicable cure period shall commence upon such final resolution.

Material Breach. Immediately by written notice by either Party if the other Party materially breaches this Agreement, which breach remains uncured for ninety (90) Business Days measured from the date written notice of such breach is given to the breaching Party, which notice shall specify the nature of the breach and demand its cure, provided, however, that if such breach is not capable of being cured within the stated period and the breaching Party uses commercially reasonable efforts to cure such breach during such period and presents a mutually agreeable remediation plan for such breach, this Agreement shall not terminate and the cure period shall be extended for such period provided in the remediation plan as long as the breaching Party continues to use commercially reasonable efforts to pursue the cure as provided in such remediation plan. In the event that either Party (the “Breaching Parties dispute in good faith the existence of a material breach or a Party”) materially breaches any ’s diligence in attempting to cure a material breach, termination of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end be deemed to occur unless and until such dispute has been referred for resolution in accordance with Clause 28 hereof, material breach of the Notice Period if the Breaching Party cures the Agreement or failure to make diligent efforts to cure such breach specified in the Termination Notice during the Notice Period (orhas been established by an arbitration thereunder and, if such breach cannot can be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesor the taking of specific remedial actions, the breaching Party does not pay the amount so determined to be due within fifteen (15) Business Days of receipt of the arbitration decision or otherwise diligently undertake and complete such remedial actions within the timeframe established by such arbitration decision. Notwithstanding anything to the contrary set forth herein, termination will not be deemed to relieve a defaulting Party from any liability arising from such default.; or the non-terminating Party makes any voluntary arrangement with its creditors or becomes subject to an administration order; or an order of a court is made to wind up the non-terminating Party or to place it under judicial management, or a resolution is passed by the members of such non-terminating Party for its winding up or liquidation; or the non-terminating Party ceases, or threatens to cease, to carry on business or becomes insolvent; There is a Change of Control in the other Party; There is a Force Majeure uncured for more than three (3) months, which prevents a Party from fulfilling its obligations hereunder. Notwithstanding other provisions in this Agreement, Principal shall have the right to terminate this Agreement by written notice at its sole discretion in the event of the following circumstances: Distributor transfers, licenses, assigns, renounces or disposes of the Marketing Authorization(s) of the Products in any way without the prior written consent of Principal; or Distributor performs any action (including failure to maintain) that adversely affects the validity or scope or any other aspect of the Marketing Authorization(s) without the prior written consent of Principal; or Distributor engages in the promotion, distribution or sale of the Products outside of the Territory; or Distributor violates any Applicable Laws relating to anti-bribery or breaches the ethical obligations in Clause 15; or Distributor is in material breach of any terms or conditions of the Quality Agreement or the Safety Agreement, and does not cure the breach within thirty (30) Business Days after Principal's written request; or Distributor does not meet the Annual Minimum Order Quantities in any Calendar Year hereto attached in Exhibit A, unless attributed to the reason of insufficient supply from CMS with respect to the Products, and does not cure this breach by making a payment of the Difference within the specified time set forth in Clause 7.2; or Distributor does not provide AOP or the Monthly Report within the respective specified time to Principal and does not cure the breach within thirty (30) Business Days after Principal’s written request; or Distributor fails to fulfil the key requirements for management of any market in the Territory in respect of tendering, pricing and wholesaler management etc. In this event, Principal may, at its sole discretion, terminate this Agreement as a whole or expressly restrict the termination to the service rights granted to the Distributor under this Agreement in the Territory; or Distributor breaches its obligation under Clause 2 of this Agreement; or Distributor obtains the Products from a person not authorised by Principal; or Distributor appoints any of its Affiliates or any other person to perform or assist in the performance of its rights and obligations under this Agreement or sub-license or offer to sub-license any or its rights under this agreement to a third party without Principal’s prior written consent; or Distributor violates any Applicable Laws in the course of marketing, distribution or sale of the Product; or Distributor is being investigated by any Governmental Authorities due to anti-corruption compliance reasons; or Distributor fails to make due payment to Principal, which is not cured within thirty (30) Business Days after receiving written notice from Principal; or The Products are permanently withdrawn from the Territory. The Parties agree that in any event of termination under this Clause 23.3, Distributor shall not be entitled to receive any consideration or indemnity for goodwill whatsoever in relation to the termination of this Agreement.

Material Breach. In the event that If either Party (the “Breaching Party”) has materially breaches breached any of its material obligations under this Agreement, then, in addition to any other right and or remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement in its entirety by providing [***] thirty (the 30) days’ ( “Notice Period”) ), prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminateterminate this Agreement; provided that (a) the any proposed termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach is curable but cannot be cured within the Notice Period, such longer period not to exceed [**] if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within actions during such [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of period). If a Party delivers a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement Section 10.2.1, and the other Party disputes whether such Termination Notice was proper, or whether the relevant breach has been cured within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure applicable period set forth in this Section 13.2.1 10.2.1, then such dispute shall be tolled resolved in accordance with Section 11.4, and the termination this Agreement shall become effective only if remain in full force and effect until such dispute is resolved. If, as a result of such dispute resolution process, it is determined that such Termination Notice was proper, or that such breach remains uncured for was not cured within the longer of (i) [***] and (ii) the portion of the [***] cure period remaining applicable period, then this Agreement shall be deemed to have been terminated as of the date on which such cure period Termination Notice was tolled pursuant to clause (c) (orfirst delivered. On the other hand, if the as a result of such dispute resolution process it is determined that such Termination Notice was improper, or that such breach cannot be was cured within such the applicable period, if the Breaching Party commences actions to cure such breach within such period then no termination shall have occurred and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 Agreement shall be a remedy of last resort remain in full force and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damageseffect.

Material Breach. In the event that either Upon any material breach of this Agreement by a Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement), in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may havehas the right, but not the Non-Breaching Party may obligation, to terminate this Agreement (which may be exercised to terminate this Agreement on a Licensed Product-by-Licensed Product basis in the event of any material breach of this Agreement by the Breaching Party with respect to such Licensed Product or in its entirety in the event of any material breach of this Agreement that relates to all Licensed Products), by providing [***] (the “Notice Period”) prior calendar days’ written notice (the “Termination Notice”) to the Breaching Party in the case of a breach of a payment obligation, and specifying [***] calendar days’ written notice to the Breaching Party in the case of any other material breach, which notice shall, in each case (i) expressly reference this Section 13.3, (ii) reasonably describe the alleged breach which is the basis of such termination, and (iii) clearly state the Non-Breaching Party’s intent to terminate this Agreement (in relation to a Licensed Product or in its claim of right to terminate; provided that (aentirety) if the alleged breach is not cured within the applicable cure period. The termination shall not become effective at the end of the Notice Period notice period unless the Breaching Party cures such breach during such notice period, provided that the Non-Breaching Party may, by notice to the Breaching Party, designate a later date for such termination in order to facilitate an orderly transition of activities relating to the Licensed Products and other terminated activities. Notwithstanding the foregoing, if such breach (other than a payment breach), by its nature, is curable, but is not reasonably curable within the applicable cure period, then such cure period shall be extended if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if provides a written plan for curing such breach cannot be cured within to the Notice Period, if the Non-Breaching Party commences actions and uses Commercially Reasonable Efforts to cure such breach within the Notice Period and thereafter diligently continues in accordance with such actions)written plan, (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact provided that no such extension shall first provide written notice thereof to Eikon and the Parties shall meet within exceed [***] after delivery days without the consent of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within Non-Breaching Party. [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages].

Material Breach. (a) In the event that either Party (the “Breaching Party”) materially breaches any of its a material obligations under breach of this Agreement, in addition the non-breaching Party may deliver notice of such breach to any other right and remedy the other breaching Party, such notice containing the material details of said breach to the extent known to the non-breaching Party. The breaching Party (the “Non-Breaching Party”) may shall have, the Non-Breaching Party may terminate this Agreement by providing subject to Section 10.2.2(b), [**] Business Days to cure such breach [**] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified Business Days in the Termination Notice during the Notice Period (or, if such case of a Party’s breach cannot be cured within the Notice Periodof its payment obligations). Subject to Section 10.2.2(b), if the Breaching Party commences actions receiving notice of breach fails to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [**] Business Day period or [**] after delivery of such Business Day period (as applicable), the Party originally delivering the notice may terminate this Agreement upon written notice to Eikon the other Party, provided, that if the breach applies only to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plansa given country, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact non-breaching Party may issue any Termination Notice only terminate this Agreement with respect to such alleged country and thereafter, in the case of a breach (for clarityby ▇▇▇▇▇▇▇, the Notice Period Territory shall not commence no longer include the country in which such termination has occurred. (b) If a Party gives notice of breach under Section 10.2.2(a) and the other Party, acting in good faith, disputes in writing prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the applicable cure period set forth in this Section 13.2.1 whether such notice was proper, then the issue of whether a material breach has occurred shall be tolled and resolved in accordance with Section 11.7. If as a result of such dispute resolution process it is determined that the termination notice of breach was proper, then such notice shall become be deemed to have been effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching breaching Party commences actions fails thereafter to cure such breach within such period and thereafter diligently continues such actions to cure such breach in accordance with the determination made in the resolution process within the time applicable cure period agreed by following such determination. If as a result of such dispute resolution process it is determined that the Parties). It is understood that termination pursuant to this Section 13.2.1 notice of breach was improper, then no such notice shall be a remedy deemed to have been effective and this Agreement shall remained in effect. All of last resort the terms and may be invoked only conditions of this Agreement shall remain in full force and effect during the case where the breach cannot be reasonably remedied by the payment pendency of money damagessuch dispute resolution process.

Material Breach. In Upon a material breach of this Agreement by Adolor on the event that either Party one hand, or EpiCept on the other hand (in such capacity, the “Breaching Party”) materially breaches any of its material obligations under this Agreement), in addition to any other right and remedy the other Party (in such capacity, the “Non-Breaching Party”) may haveprovide written notice (a “Breach Notice”) to the Breaching Party specifying the material breach. If the Breaching Party fails to cure such material breach during the ninety (90) day period (or, if applicable, such longer period, but not to exceed one hundred and eighty (180) days, as would be reasonably necessary for a diligent party to cure such material breach, provided the Breaching Party has commenced and continues its diligent efforts to cure during the initial ninety (90) day period following the date on which the Breach Notice is provided), then the Non-Breaching Party may terminate this Agreement by providing [***] (on a Licensed Product-by-Licensed Product and country-by-country basis with respect to the “Notice Period”) prior written notice (Licensed Product and country to which the “Termination Notice”) to breach relates. If Adolor is the Breaching Party and specifying the material breach relates to a particular Licensed Product (such as, e.g., and its claim without limitation the LidoPAIN® SP Product) in a particular country within the Territory and EpiCept has elected to terminate this Agreement with respect to such Licensed Product in such country, at EpiCept’s written request, Adolor agrees to and hereby does assign to EpiCept any IND or foreign equivalent thereof for such Licensed Product in such country. By way of right to terminate; provided that (a) the termination shall example and not become effective at the end of the Notice Period by limitation, if Adolor is the Breaching Party cures and the material breach specified relates to the LidoPAIN® SP Product in the Termination Notice during United States, at the Notice Period written request of EpiCept, Adolor agrees to and hereby assigns back to EpiCept IND number 63,666. Notwithstanding the foregoing, the cure period for any failure by Adolor to make Milestone Payments or Royalty payments due hereunder shall be thirty (or30) days; provided further, if however, that the failure by Adolor to make any such breach canpayment shall not be cured within considered a breach to the Notice Period, if extent that such payment is the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon subject of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in a good faith such alleged dispute by Adolor. For the purposes of this Section 9.3, material breach and Eikon’s Development or Commercialization plans, as applicable, shall mean a breach which materially adversely affects the rights under this Agreement of the other Party with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only Product in the case where applicable country in the breach cannot be reasonably remedied by the payment of money damagesTerritory.

Material Breach. In the event that Subject to Section 4.1, either Party (may terminate the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to on a Licensed Product-by-Licensed Product, at any other right and remedy time upon an uncured material breach by the other Party of its obligations hereunder with respect to such Licensed Product by giving written notice to the other Party specifying the nature of the material breach not less than ninety (90) days prior to the “Nondate the non-Breaching Party”breaching Party intends to terminate the Agreement. If such material breach has been cured by such breaching Party within such ninety (90) may haveday period, no such termination shall occur. If such material breach has not been cured by the Nonbreaching Party within such ninety (90) day period, then the non-Breaching breaching Party may shall be entitled to terminate this Agreement by providing [***] (with respect to such Licensed Product with immediate effect upon delivery to the “Notice Period”) prior breaching Party of a written notice terminating the Agreement; provided, however, that if the Party accused of materially beaching notifies the accusing Party in writing (i) within such ninety (90) day cure period, that the “Termination Notice”accused Party disputes that it is in material breach, or (ii) within thirty (30) days after delivery of a termination notice for failure to cure a material breach, that the Breaching accused Party and specifying contends it cured such material breach, then in either such case no such termination shall become effective until (1) a final, binding determination pursuant to Article 13 that the accused Party was in material breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions failed to cure such material breach within during the Notice Period ninety (90) day cure period, and thereafter diligently continues (2) the accusing Party’s delivery to the accused Party, after such actions)determination, (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide a written notice thereof to Eikon and terminating the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, Agreement with respect to the applicable Licensed Product, which discussions shall Product(s). Any breach involving a disputed failure to make a payment when due may be concluded before Impact may issue any Termination Notice with respect to cured by the breaching Party by paying such alleged breach amount within fifteen (for clarity, the Notice Period shall not commence prior to the conclusion 15) days following final resolution of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesdispute.

Material Breach. In the event that If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its material obligations under this Agreement (other than for failure to achieve a diligence milestone under Section 4.5.2 the remedy for which is set forth in Section 4.5.4), then the Non-Breaching Party may havedeliver notice of such material breach to the Breaching Party (a “Breach Notice”). If (a) the Breaching Party does not dispute that it has committed a material breach of one or more of its material obligations under this Agreement, and (b) either (i) the Breaching Party fails to cure such breach within [***] ([***] with respect to any payment breach) after receipt of the Breach Notice (“Breach Cure Period”), or (ii) a cure cannot be fully achieved within such Breach Cure Period and the Breaching Party has failed to commence to cure or has failed to use diligent efforts to achieve a full cure within the Breach Cure Period, then the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior in whole or in part upon written notice (the “Termination Notice”) to the Breaching Party and specifying Party, effective upon receipt by the breach and its claim of right to terminate; Breaching Party, provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the is Ionis and such material breach specified in the Termination Notice during the Notice Period relates solely to a Licensed Product and/or its corresponding Target (or, if such breach canbut not be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actionsall Licensed Products or Targets), (b) with respect then BicycleTx will only have the right to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and terminate the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice License Agreement solely with respect to such alleged Licensed Product (and the corresponding Target) to which such material breach (for clarity, relates. If the Notice Period shall not commence prior to the conclusion of such Breaching Party disputes in good faith discussions and the subsequent issuance that it has materially breached one or more of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted its material obligations under this Agreement within [***] following the end of the Notice Period or that it has failed to resolve the dispute for which termination is being sought and is timely or diligently pursuing cure such procedurematerial breach, the cure period set forth in this Dispute shall be resolved pursuant to Section 13.2.1 12.2 and the Breach Cure Period shall be tolled and until such dispute is so resolved. Upon a determination of material breach or failure to cure, the termination shall become effective only if such breach remains uncured for Breaching Party may have the longer of (i) [***] and (ii) the portion remainder of the [***] Breach Cure Period to cure period remaining such material breach. If such material breach is not cured within the Breach Cure Period, then absent withdrawal of the Non-Breaching Party’s request for termination, this Agreement shall terminate, effective as of the date such cure period was tolled pursuant to clause (c) (or, if expiration of the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesBreach Cure Period.

Material Breach. In the event that either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Either Party may terminate this Agreement by providing in its entirety immediately upon notice to the other Party if such other Party materially breaches this Agreement and has not cured such breach within [***] (the “Notice Period”[***]) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery notice of such notice to Eikon to discuss in good faith breach from the non-breaching Party; provided, however, that if such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall is capable of being cured but cannot be concluded before Impact may issue any Termination Notice with respect to cured within such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i[***]) [***] period despite the breaching Party’s efforts to do so, and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching breaching Party commences initiates actions to cure such breach within such period and thereafter diligently continues pursues such actions actions, the breaching Party shall have such additional period as is reasonable in the circumstances to cure such breach, provided that such additional period shall in no event exceed [***] ([***]) [***]. Any dispute regarding the existence or materiality of a breach specified in a notice provided by a Party in accordance with this Section 13(b)(i), or whether a material breach has been cured within the time period agreed by applicable cure period, will be resolved in accordance with the Partiesdispute resolution procedures described in Section 15(j) or Section 15(k). It is understood that No purported termination of this Agreement pursuant to this Section 13.2.1 13(b) shall take effect until the resolution of such dispute, and the period for cure of such alleged breach shall be a remedy tolled during the pendency of last resort any dispute with respect to an alleged breach. If it is ultimately determined that the breaching Party committed such material breach, then the breaching Party will have the right to cure such material breach after such determination within the remainder of the cure period (or extended cure period as provided for herein) which will commence as of the date of such determination. Any termination by any Party under this Section 13(b) and the effects of termination provided herein shall be without prejudice to any damages or other legal or equitable remedies to which it may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesentitled.

Material Breach. In the event that either Party (the “Breaching Party”) materially breaches any commits a material breach of its material representations, warranties or obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement (a) on a Licensed Target by Licensed Target and country by country basis, to the extent that such material breach relates to Licensed Product(s) directed against such Licensed Target(s) in such country(ies) or (b) in its entirety only if such material breach fundamentally frustrates the objectives or transactions contemplated by this Agreement taken as a whole. If a Party elects to exercise such right to terminate, it shall do so by providing [***] written notice of the alleged breach (the “Notice Period”) prior written notice (the “Termination Noticeof Breach”) to the Breaching Party breaching Party. If such material breach pertains to the payment of undisputed amounts payable under this Agreement and specifying remains uncured for thirty (30) days after the breach and its claim breaching Party’s receipt of right to terminate; provided that (a) the termination shall not become effective at the end such Notice of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (Breach or, if such material breach canpertains to another material breach (other than for non-payment) and remains uncured for one hundred twcnty (120) days after the breaching Party’s receipt of such Notice of Breach, then the non-breaching Party may terminate this Agreement, as and to the extent permitted in (a) or (b) above, on fifteen (15) days notice by giving a written notice of termination (“Notice of Termination”) to the breaching Party; provided, however, that if such breach (other than for non-payment) is not be cured susceptible to cure within the Notice Periodinitial 120-day period and the breaching Party uses continuous, if the Breaching Party commences actions diligent, good faith efforts to cure such breach, it shall document such efforts by written notice to the non-breaching Party on or before the end of such 120- day period, and the stated cure period will be extended by an additional one hundred twenty (120) days. This Agreement shall be deemed terminated (as and to the extent permitted in (a) or (b) above) fifteen (1 5) days after the breaching Party’s receipt of such Notice of Termination, unless the breaching Party has fully cured the breach prior to the expiration of such 15-day period. In the event that Trubion is the breaching Party and fails to cure any such material breach within the applicable time period(s) set forth above, Wyeth, within sixty (60) days after the expiration 01 the cure period for such breach, may elect, in lieu of terminating this Agreement, by written notice to Trubion (a “Notice Period and thereafter diligently continues such actionsof Modification”), to modify the terms of this Agreement, as (band only to the extent) provided in Section 9.8, on a Licensed Target-by-Licensed Target and country-by-country basis (but only to the extent such material breach relates to Licensed Product(s) directed against such Licensed Target(s) in such country(ies)), in which event, Wyeth shall be deemed to have waived its right to terminate this Agreement under this Section 9.5 with respect to any alleged breach by Eikon of its diligence obligations set forth such Licensed Target(s) in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, country(ies) only with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect material breach giving rise to such alleged breach (for clarityaction under this Section 9.5. Notwithstanding the foregoing, the Notice Period a Party shall not commence prior to the conclusion be in breach of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted its obligations under this Agreement within [***] following to the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if extent that such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed caused by the Parties). It is understood that termination pursuant other Party’s failure to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesperform its obligations hereunder.

Material Breach. In the event that If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one (1) or more of its material obligations under this Agreement, then the Non-Breaching Party may havedeliver notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach of one (1) or more of its material obligations under this Agreement, then if the Breaching Party fails to cure such breach, or fails to take steps as would be considered reasonable to effectively cure such breach, within [***] after receipt of the Default Notice, or if such compliance cannot be fully achieved within such [***] period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior upon written notice (the “Termination Notice”) to the Breaching Party. If the Breaching Party and specifying disputes that it has materially breached one (1) of its material obligations under this Agreement, the breach and its claim of right dispute shall be resolved pursuant to terminate; provided that (a) the termination shall not become effective at the end Section 14.7. If, as a result of the Notice Period application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one (1) or more of its material obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party cures fails to complete the breach actions specified in by the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions Adverse Ruling to cure such material breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith ruling, or if such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall compliance cannot be concluded before Impact may issue any Termination Notice with respect to fully achieved within such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve the dispute for which termination is being sought period and is diligently pursuing such procedure, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions has failed to cure such breach within such period and commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter diligently continues such actions as is reasonably possible, then the Non-Breaching Party may terminate this Agreement upon written notice to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesBreaching Party.

Material Breach. In the event that either Party (the “Breaching Party”) materially breaches shall be in material breach in the performance of any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [**] (but only [**] with respect to a payment breach) (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided provided, however, that (a) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period Period; (orb) for any breach other than a payment breach, if such breach cannot be cured within the Notice Period, then, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact the Breaching Party shall first provide written notice thereof to Eikon and the Parties shall meet within have an additional [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of the Notice Period to resolve cure such breach (and, if the dispute for which termination is being sought and is diligently pursuing Breaching Party does not cure such procedurebreach by the end of such additional [**] period, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if at the end of such breach remains uncured for the longer of (i) additional [***] period); and (ii) the portion of the [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (or, if the breach cannot be cured within such period, if the Breaching Party commences actions disputes in good faith, prior to the end of the Notice Period, the existence of such material breach in accordance with the procedures set forth in Clause 11.5 (Governing Law and Dispute Resolution), then the Notice Period shall be tolled until such dispute is finally resolved in accordance with the procedures set forth in Clause 11.5 (Governing Law and Dispute Resolution). In the event of any conflict between the terms of this Clause 10.2(a) (Material Breach) and Clause 3.1(c) (Specific Diligence Breach) with respect to the cure period for a breach described in Clause 3.1(c) (Specific Diligence Breach) or the right to terminate this Agreement described in Clause 3.1(c) (Specific Diligence Breach), the cure period for such breach within such period and thereafter diligently continues such actions or the right to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to terminate this Section 13.2.1 Agreement, as applicable, shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagesas set forth Clause 3.1(c) (Specific Diligence Breach).

Material Breach. In the event that If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached its obligations under this Agreement, then the Non-Breaching Party may havedeliver notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach of one or more of its material obligations under this Agreement and fails to cure such breach within [ * ] days after receipt of the Default Notice, or if such breach is not capable of being cured during such [ * ]-day period, or the Breaching Party fails to commence actions within such [ * ]-day period to cure such breach and thereafter diligently continue such actions, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior in its entirety upon written notice (the “Termination Notice”) to the Breaching Party and specifying Party. In the breach and its claim event that after the receipt of right to terminate; provided that (a) the termination shall not become effective at the end of the a Default Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (b) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery of such notice to Eikon to discuss in good faith such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and (c) if either Party initiates a dispute resolution [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. procedure under Section 14.5 as permitted under this Agreement 10.8 within [***[ * ] following the end days of receipt of the Default Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedureregarding the alleged material breach, then the cure period set forth in this Section 13.2.1 9.2.1 shall be tolled and the termination shall become effective only if it is determined through the dispute resolution procedures in Section 10.8 that the Breaching Party has committed a material breach of one or more of its material obligations under this Agreement and the Breaching Party fails to cure such breach remains uncured for within [ * ] days after the longer issuance of (i) [***] such determination, or if such breach is not capable of being cured during such [ * ]-day period, or the Breaching Party fails to commence actions within such [ * ]-day period to cure such breach and (ii) thereafter diligently continue such actions. Notwithstanding the portion of foregoing, the [***] cure period remaining as of the date such cure period was tolled Parties agree that termination pursuant to clause (c) (or, this Section 9.2.1 is a remedy to be invoked only if the breach cannot be cured within such period, if the Breaching Party commences actions to cure such breach within such period adequately remedied through a combination of specific performance and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties). It is understood that termination pursuant to this Section 13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages.