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. 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 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. 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 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. 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. 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 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 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”) 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 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 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 (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 [***] 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) 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 Period, the termination shall not become effective so long as the Breaching Party 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, Impact ADARx shall first provide written notice thereof to Eikon AbbVie and the Parties shall meet within [***] 30 days 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 ADARx 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 the Breaching Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement within [***] following the end of 13.5 during the Notice Period to resolve dispute, (x) the dispute existence of the breach for which termination is being sought sought, (y) whether such breach is a material breach of a material obligation under this Agreement or (z) whether monetary damages would make the Non-Breaching Party whole, and in each case ((x)-(z)), is diligently pursuing such procedureprocedure in good faith, the cure period Notice Period set forth in this Section 13.2.1 12.2.1(a) shall be tolled and the termination shall become effective only if if, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one or more of its material obligations under this Agreement and such breach then remains uncured for the longer of (i) [***] and (ii) the portion of the [***] cure period remaining as of the date 90 days after such cure period was tolled pursuant to clause (c) determination (or, if the breach cannot be cured within such 90-day period, if the Breaching Party commences actions to cure such breach within such period and thereafter 90-day period, the termination shall not become effective so long as the Breaching Party 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 12.2.1 shall be a remedy of last resort and may be invoked only in if the case where the material breach cannot be reasonably remedied by a combination of specific performance and the payment of money damages; provided that if pursuant to dispute resolution procedure under Section 13.5 it is determined that AbbVie is in material breach of any of its payments obligations under this Agreement, then if AbbVie does not pay ADARx such disputed amount within ninety (90) days after the resolution of such dispute, then ADARx shall have the right to terminate this Agreement upon written notice to AbbVie. (b) Notwithstanding Section 12.2.1(a), (i) if any uncured material breach by AbbVie of any of its obligations under Section 5.2 is with respect to one or more, but not all, of the countries in the Territory or one or more, but not all, Licensed Targets, in either case, for which it has diligence obligations under Section 5.2, ADARx 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 Licensed Targets, as applicable, for which such material breach and failure to cure applies; provided that if such material breach is with respect to diligence obligations under Section 5.2 in [***] of the Major European Markets, then ADARx shall have the right to terminate this Agreement with respect to Europe and (ii) with respect to each Licensed Target, after First Commercial Sale of a Licensed Product Directed To such Licensed Target, ADARx shall not have the right to terminate this Agreement with respect to such Licensed Target or in its entirety, for any uncured material breach by AbbVie of any of its material obligations under Section 5.2 with respect to such Licensed Target and ▇▇▇▇▇’s sole remedy with respect to any such breach shall be to seek damages caused by such breach.

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 (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 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 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. 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. 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 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 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 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. 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 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. 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 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 Either Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] in its entirety, effective upon written notice to the other Party, if the other Party (the “Notice PeriodBreaching Party”) prior materially breaches this Agreement and after receiving written notice (the “Termination Notice”) to the Breaching Party and specifying the identifying such 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 (orreasonable detail, 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(a) 90 days for all breaches other than as set forth in clause (b), or (b) 30 days for a payment breach; provided that if material breach other than a payment breach is reasonably capable of being cured, but not reasonably capable of being cured within such 90-day period, then the cure period may be extended by written agreement of the Parties. If the Parties reasonably and in good faith disagree as to whether there has been a material breach of this Agreement or whether a material breach has been cured, then the Breaching Party may contest the allegation in accordance with respect to any alleged breach by Eikon of its diligence obligations the dispute resolution terms set forth in Section 4.1.2, Impact shall first provide written notice thereof to Eikon 16.3 (Dispute Resolution) and the Parties shall meet within [***] after delivery applicable cure period will toll upon the initiation of such notice dispute resolution procedures. If, as a result of such dispute resolution process, it is -49- ACTIVE/130546626.2 ​ ​ ​ finally determined that the Breaching Party committed a material breach of this Agreement or failed to Eikon to discuss in good faith cure a material breach of this Agreement, then the applicable cure period will resume and unless such alleged breach and Eikon’s Development or Commercialization plans, as applicable, with respect to was cured during 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 pendency of such good faith discussions and the subsequent issuance of a Termination Notice by Impact) and cure period (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under once resumed), 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 will terminate 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 expiration of such cure period was tolled pursuant to clause (c) (orperiod. If, if the breach cannot be cured within as a result of such perioddispute resolution proceeding, if it is determined that the Breaching Party commences actions to cure did not commit such material breach within or such period and thereafter diligently continues such actions to cure such material breach within the time period agreed by the Parties). It is understood that termination pursuant to was cured in accordance with this Section 13.2.1 shall 14.2.2 (Material Breach), then no termination of this Agreement will be a remedy of last resort effective, and may be invoked only this Agreement will continue in the case where the breach cannot be reasonably remedied by the payment of money damagesfull 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 BMS’s obligations under Section 4.1, which is governed by Section 9.4), 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 [***] 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 [***] days following such notice) or, if cure cannot be reasonably effected within such [***] day period, to deliver to the other Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period. Following delivery of such plan, 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 [***] day period, 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 [***] days advance written notice. Subject to Section 8.3(b), such notice shall effectively terminate this AgreementAgreement upon expiration of such [***] day period. (b) Notwithstanding the foregoing, if the allegedly breaching Party disputes in addition good faith the existence or materiality of any such breach which is not a payment breach, and provides notice to any other right and remedy the other Party (the “Non-Breaching Other Party”) may have, the Non-Breaching Party may terminate this Agreement by providing of such dispute within such [***] (day period, the “Notice Period”) prior written notice (Other Party shall 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 13.4 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 shall remain in effect and the Parties shall continue to this perform all of their respective obligations hereunder. (c) This Section 13.2.1 9.3 shall be a remedy subject to and shall 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 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 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. 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 the event (a) If a Party believes 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 (is in material breach of this Agreement or the “Non-Breaching Manufacturing and Supply Agreement, then such Party may deliver notice of such breach to the allegedly breaching Party”) may have. In such notice, the Non-Breaching nonbreaching Party may terminate this Agreement by providing [***] (shall identify the “Notice Period”) prior written notice (actions or conduct that it wishes the “Termination Notice”) allegedly breaching Party to the Breaching Party take for an acceptable and specifying the breach and its claim prompt cure of right to terminatesuch breach; provided that (a) the termination such identified actions shall not become effective at be binding upon the end of allegedly breaching Party with respect to the Notice Period if the Breaching actions that it may need to take to cure such breach. The allegedly breaching Party cures the shall have ninety (90) days either to cure such breach specified in the Termination Notice during the Notice Period (or, if such breach the cure cannot be cured reasonably effected within such ninety (90) day period, to deliver to the Notice Periodnonbreaching Party a plan for curing such breach which is reasonably sufficient to effect a cure. Following delivery of such plan, if the Breaching breaching Party commences actions shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. (b) If the Party receiving notice of breach fails to cure such breach within the Notice Period and thereafter diligently continues such actions)ninety (90) day period, or if the proposed corrective plan or the actions being taken to carry it out are not commercially practicable, the nonbreaching Party may give notice of termination of this Agreement upon thirty (b30) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact days advance written notice. Such notice shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery effectively terminate this Agreement upon expiration of such notice thirty (30) day period, 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 Section 13.3(c). (c) if either If a Party initiates a dispute resolution procedure under Section 14.5 as permitted gives notice of termination 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 procedureSection 13.3, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if other Party disputes whether such breach remains uncured for notice was proper, or the longer of (i) [***] and (ii) Parties disagree as to whether 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 breaching Party has cured within such period, if the Breaching Party commences actions to cure such breach within the applicable time period under Section 13.3(a), or if the proposed corrective plan or the actions being taken to carry it out are not commercially practicable, then the issue of whether this Agreement has been terminated shall be resolved in accordance with ARTICLE 14. If, as a result of such period dispute resolution process, it is determined that the notice of termination was proper and thereafter diligently continues such actions that the breaching Party failed to cure such breach within the applicable time period agreed by under Section 13.3(a), then such termination shall be deemed to have been effective upon expiration of the Partiestime period provided in Section 13.3(b). It If, as a result of such dispute resolution process, it is understood determined that the notice of termination pursuant was improper, or the proposed corrective plan or the actions being taken to carry it out are commercially practicable, then no termination shall have occurred and this Section 13.2.1 Agreement shall be a remedy of last resort and may be invoked only deemed to have remained in the case where the breach cannot be reasonably remedied by the payment of money damageseffect.

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 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 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 Nonnon-Breaching breaching Party may terminate this Agreement by providing notice to the other Party by providing [**] days’ prior written notice ([*] days’ prior written notice if the material breach is a failure to pay an amount due and payable under this Agreement) (such applicable timeframe, the “Notice Period”) prior written ), such notice (the “Termination Notice”) to the Breaching Party and specifying specify the breach and its the notifying Party’s claim of right to terminate; provided that (a) the termination shall not become effective at the end of the Notice Period if the Breaching breaching Party cures the breach specified in the Termination Notice termination notice during the Notice Period (or, if such breach default cannot be cured within the Notice Period, if the Breaching breaching Party commences material 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 12.5.1 within [***] following the end days after delivery of the Notice Period a termination notice 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 11.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and with respect to any breach that is capable of being cured, if the breaching Party does not implement the remedy for such breach determined by the Arbitrators through such dispute resolution procedure within the timeframe established by the Arbitrators or (ii) with respect to any breach that is not capable of being cured, upon the portion final resolution of the [***] cure period remaining as of dispute if the date such cure period was tolled pursuant Arbitrators grant the terminating Party’s request to clause terminate, and (c) UroGen shall not have the right to terminate this Agreement for Allergan’s material breach [*]; provided, that in event of subsection (orc), if UroGen would otherwise have the breach cannot be cured within such period, if the Breaching Party commences actions 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 terminate this Agreement pursuant to this Section 13.2.1 11.2.1, any and all royalty payment obligations under this Agreement from UroGen to Allergan resulting from the sale of any Oncology Product shall be a remedy reduced by [*] to the extent such obligations accrue following the date of last resort and may be invoked only UroGen’s notice (or, in the case where event Allergan disputes such allegation of breach, the breach cannot be reasonably remedied date such dispute is resolved in UroGen’s favor but retroactively applicable to all sales made following the date of UroGen’s notice). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the payment Securities and Exchange Commission pursuant to Rule 406 of money damagesthe Securities Act of 1933, as amended.

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 by providing [***] 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 “Notice PeriodBreaching Party”) prior by providing written notice (the “Termination 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 [ ] (or for material breaches of payment obligations, [ ]) 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 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 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 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 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. (i) 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 AgreementAgreement (a “Material Breach”), 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 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 Material Breach specified in the Termination Notice during the Notice Period (or, if such breach Material Breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach Material Breach within the Notice Period and thereafter diligently continues such actions); provided further that, (b) if the Material Breach and the subsequent failure to cure is with respect to one or more Regions in the Licensed Territory, but not all Regions in the Licensed Territory, then Licensor 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 Region in which such Material Breach and failure to cure occurred, and this Agreement shall remain in full force and effect with respect to all other countries in the Licensed Territory. (ii) For the avoidance of doubt and without limiting the circumstances where a Material Breach may occur with respect to the Company (as a Breaching Party), a Material Breach is deemed to have occurred to the Company if the Company fails to pay the Licensor any alleged breach by Eikon undisputed amount which is payable to the Licensor under this Agreement that has fallen due or if it has been established that the Company has materially breached its obligation under Section 3.1(i) or Section 4.2. (iii) If the Breaching Party disputes in good faith the existence or materiality of its diligence obligations set forth a Material Breach or whether such Material Breach has been cured, then the issue of whether the Non-Breaching Party may properly terminate this Agreement on expiration of the applicable Notice Period as provided under Section 11.2(a) (a “Material Breach Dispute”) will be resolved in accordance with Section 4.1.212.7(c). If as a result of such Material Breach Dispute resolution process, Impact shall first provide written notice thereof to Eikon it is determined that the Breaching Party committed a Material Breach and the Parties shall meet Breaching Party does not cure such Material Breach within [***] after delivery (the “Additional Cure Period”), then such termination will be effective as of the expiration of the Additional Cure Period. This Agreement will remain in full force and effect during the pendency of any such notice to Eikon to discuss in good faith such alleged breach dispute resolution proceeding 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 11.2(a) and any Additional Cure Period, in each case, will be tolled during any such dispute resolution proceeding, such proceeding will not suspend any obligations of either Party hereunder, and the termination shall become effective only if each Party will use reasonable efforts to mitigate any damage. If as a result 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 pursuant to clause (c) (or, if the breach cannot be cured within such period, if dispute resolution proceeding it is determined that the Breaching Party commences actions to cure did not commit such breach within Material Breach (or such period Material Breach was cured in accordance with Section 11.2(a)(i) or (iii)), then no termination will be effective, 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 Agreement will continue 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 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 Supply Agreement upon a material breach (“Material Breach”) of this Supply Agreement or Supplier Quality Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) other Party, subject to the Breaching Party and specifying following cure periods: (i) If the breach is a failure to timely remit any payment obligation, the breaching party shall have an opportunity to cure the breach with evidence of wire transfer within ten (10) business days of written notice. (i) If the breach is a violation of the confidentiality obligations the non-breaching party shall give notice and its claim may elect the time period to cure or may determine that no cure period should be granted. (ii) If the breach is a violation of right to terminateArticle 14, Dispute Resolution; provided that or Article 15, No Liability of Non-Parties; the breaching Party must cure the breach within five (5) business days of written notice. (iii) If the breach is (a) a failure to supply Product in the approximate amount (adjusted for yield and other factors affecting final production) set forth in a Purchase Order within ninety (90) days of the intended shipment, and not due to a supplier or delivery issue, or (b) a breach of the Supplier Quality Agreement in Exhibit B, the Parties agree said breach constitutes a Material Breach and is a ground for termination unless the breach (1) can be cured as set forth herein at 11.2 (B)(iv), (2) is excused by other provisions of this Supply Agreement; or (3) is due to causes attributable to COMPANY or another supplier. In such case, MST may cure the breach within forty five (45) days after written notice, or in the Neuropace-MST case of action required by COMPANY, within forty five (45) days after COMPANY has provided action needed for the cure. (iv) If the breach is a violation of any other provision of the Supply Agreement, and the agreement Section or Article does not prohibit termination for a breach, the breaching party shall have an opportunity to cure the breach within thirty (30) days of written notice. In the event the Parties agree that said breach cannot become effective at reasonably be cured with thirty (30) days, the Parties may agree in writing on a plan to remedy the breach within a reasonable time before the end of the Notice Period if the Breaching Party cures thirty (30) days of written notice of 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 damagescomplaining Party.

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 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 [ * ] = 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. 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 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 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 (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 sixty (60) days of such notice or, if it is not possible to cure such breach within such sixty (60) day period, the Breaching Party commences diligent, good faith efforts to cure such breach during such sixty (60) day 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 (i) Subject to and without limiting ‎Section 4.02‎(e), 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 breaching Party”) may have, 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 a 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 ninety (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 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 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 Parties shall meet, no later than fifteen (15) days following delivery of written notice from one Party to the other Parties requesting such meeting, to attempt to resolve such Dispute. The Parties 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 Parties may extend 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 thirty (30) days following the written notice requesting a dispute resolution meeting of senior management, then a 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 ), but the Breaching Party and specifying shall be entitled to commence a Dispute under the applicable dispute resolution clause herein to determine if a material breach and its claim of right has occurred. Termination shall be without prejudice to terminate; provided that any other rights or remedies to which any 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 GE Aviation’s material breach, if such breach cannot be cured within the so specified by ADGTJV, 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 GE Aviation 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 Aviation 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 damages‎Section 4.02.

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 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 “Breach Notice”). If (a) 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 (b) either (i) the Breaching Party fails to cure such breach within [***] 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 or as soon thereafter as is reasonably possible, 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; provided that (a) the termination shall not become effective at the end of the Notice Period if Breaching Party. If the Breaching Party cures disputes in good faith that it has materially breached one (1) or more of its material obligations under this Agreement or that it has failed to timely or diligently cure such material breach, the Dispute shall be resolved pursuant to Section 15.7 and the Breach Cure Period shall be tolled until such dispute is so resolved. Upon a determination of material breach specified in or failure to cure, the Termination Notice during Breaching Party may have the Notice remainder of the Breach Cure Period (or, if to cure such material breach. If such material breach canis not be cured within the Notice Breach Cure Period, if then absent withdrawal of the Non-Breaching Party commences actions to cure such breach within Party’s request for termination, this Agreement shall terminate in whole or in part (i.e., for the Notice Period and thereafter diligently continues such actionsTerminated Target or the Terminated Asset(s) in the applicable Terminated Territories), (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 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 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, 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 (i) Each Party will have the event that either Party (the “Breaching Party”) materially breaches any of its material obligations under right to terminate this Agreement, in addition Agreement upon written notice to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching if such other Party may terminate materially breaches 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 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 cured 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 [***] days after delivery notice of such notice to Eikon to discuss in good faith breach from the non-breaching Party; provided that, if such alleged material breach and Eikon’s Development or Commercialization plansis a breach of any payment obligation, as applicable, with respect to the applicable Licensed Product, which discussions shall cure period will 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 Business Days after notice thereof. If any material breach other than a breach of the Notice Period to resolve the dispute for which termination a payment obligation is being sought and is diligently pursuing not reasonably capable of cure within 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 but is capable of cure, the breaching Party may submit a reasonable cure plan prior to the end of such [***]-day period, in which case, if the non-breaching Party agrees to such plan (such agreement not to be unreasonably withheld, conditioned or delayed), the non-breaching Party will not have the right to terminate this Agreement during an additional [***]-day period, so long as the breaching Party is using best efforts to implement such cure plan throughout such additional [***]-day period. In case that (i) the material breach in question takes place with respect only to a certain Licensed Product or to a certain country and (ii) such material breach does not jeopardize the portion non-breaching Party’s rights and benefits in and to other Licensed Product(s) or other country(ies), the non-breaching Party’s right to terminate this Agreement shall be limited to such Licensed Product or such country. (ii) Unless and until the Parties have completed the dispute resolution procedures set forth in Article 15, then provided the Party alleged to be in breach continues to comply with its other obligations under this Agreement, including all payment obligations, during the pendency of any dispute, then the [***] cure period remaining as of non-breaching Party will not have the date such cure period was tolled pursuant right 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 Partiesterminate this Agreement under Section 14.6(a). It is understood and agreed that termination pursuant during the pendency of such dispute, all of the terms and conditions of this Agreement will remain in effect and the Parties will continue to this Section 13.2.1 shall be a remedy perform all of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damagestheir respective obligations.

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 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 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. 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 [**] (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 (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 Each Party will have the event that either Party (the “Breaching Party”) materially breaches any of its material obligations under right to terminate this Agreement, in addition Agreement upon written notice to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching if such other Party may terminate materially breaches 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 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 cured such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure or 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 is not curable within [***] after delivery notice of such notice to Eikon to discuss in good faith breach from the non-breaching Party, provided that, if 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 is not reasonably capable of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing cure within 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) period but is capable of cure if given additional time, the portion breaching Party may submit a reasonable cure plan prior to the end of the such [***] cure period remaining as of the date such cure period was tolled pursuant to clause (c) (orperiod, in which case, if the breach canother Party agrees to such plan (such agreement not to be cured within such unreasonably withheld, conditioned or delayed), the other Party will not have the right to terminate this Agreement during an additional [***] period, if so long as the Breaching breaching Party commences actions is using best efforts to implement such cure plan throughout such additional [***] period. Notwithstanding the foregoing in this Section 14.3.1, in the event of a good faith dispute as to whether a material breach within such period and thereafter diligently continues such actions to cure such breach within the time period agreed by the Parties)breaching Party has occurred, the foregoing cure period 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 cure period will only apply with respect to payment of the disputed amounts, and not with respect to any undisputed amount. It is understood that termination pursuant to this Section 13.2.1 14.3.1 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. 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 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 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. 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 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 believes that the other Party (the “Non"BREACHING PARTY") is in material breach of this Agreement (including without limitation any material breach of the representations or warranties made in SECTION 9.1 and SECTION 9.2 of this Agreement), then the non-Breaching Party”) may have, the Non-Breaching breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written deliver notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right material breach. For all breaches other than a failure to terminate; provided that (a) make a payment, the termination shall not become effective at the end of the Notice Period if the allegedly Breaching Party cures the shall have * to either cure 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 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 effected within such * period, to deliver to the other Party within that period a plan for curing such breach, which may or may not be accepted by such other Party in such other Party's sole discretion. Such a plan shall set forth a program for achieving cure as rapidly as practicable. Following delivery of such plan, the Breaching Party shall use diligent efforts to carry out the plan and cure the breach as promptly as practicable. For any breach arising from a failure to make a payment, the * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as * . A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. allegedly Breaching Party shall have * to cure such breach. Notwithstanding the foregoing, if MedImmune reasonably and in good faith disputes whether a payment is due or the amount of money damagessuch payment, MedImmune shall have the right to pay to Avalon only the undisputed amount, and either Party shall have the right to initiate dispute resolution under ARTICLE 13 to determine whether the amount in dispute is payable. In such event, the disputed payment or amount thereof shall not be due until there is a final determination as to the amount that is payable by MedImmune, and interest shall be due on any amounts determined to have been payable to Avalon in accordance with the provisions of SECTION 5.2.7. (b) An election of remedy by a Party for a material breach of this Agreement under this SECTION 10.3 on one occasion shall not constitute a waiver as to any other remedy that may be available to such Party under this SECTION 10.3 as to any material breach on another occasion.

Material Breach. In the event that either 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 Nonnon-Breaching breaching Party may terminate this Agreement by providing notice to the other Party by providing [**] days’ prior written notice ([*] days’ prior written notice if the material breach is a failure to pay an amount due and payable under this Agreement) (such applicable timeframe, the “Notice Period”) prior written ), such notice (the “Termination Notice”) to the Breaching Party and specifying specify the breach and its the notifying Party’s claim of right to terminate; provided that (a) the termination shall not become effective at the end [*] = 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 406 of the Securities Act of 1933, as amended. of the Notice Period if the Breaching breaching Party cures the breach specified in the Termination Notice termination notice during the Notice Period (or, if such breach default cannot be cured within the Notice Period, if the Breaching breaching Party commences material 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 12.5.1 within [***] following the end days after delivery of the Notice Period a termination notice 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 11.2.1 shall be tolled and the termination shall become effective only if such breach remains uncured for the longer of (i) [***] and with respect to any breach that is capable of being cured, if the breaching Party does not implement the remedy for such breach determined by the Arbitrators through such dispute resolution procedure within the timeframe established by the Arbitrators or (ii) with respect to any breach that is not capable of being cured, upon the portion final resolution of the [***] cure period remaining as of dispute if the date such cure period was tolled pursuant Arbitrators grant the terminating Party’s request to clause terminate, and (c) UroGen shall not have the right to terminate this Agreement for Allergan’s material breach [*]; provided, that in event of subsection (orc), if UroGen would otherwise have the breach cannot be cured within such period, if the Breaching Party commences actions 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 terminate this Agreement pursuant to this Section 13.2.1 11.2.1, any and all royalty payment obligations under this Agreement from UroGen to Allergan resulting from the sale of any Oncology Product shall be a remedy reduced by [*] to the extent such obligations accrue following the date of last resort and may be invoked only UroGen’s notice (or, in the case where event Allergan disputes such allegation of breach, the breach cannot be reasonably remedied by date such dispute is resolved in UroGen’s favor but retroactively applicable to all sales made following the payment date of money damagesUroGen’s notice).

Material Breach. In the event (a) If a Party believes 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 (is in material breach of this Agreement or the “Non-Breaching Manufacturing and Supply Agreement, then such Party may deliver notice of such breach to the allegedly breaching Party”) may have. In such notice, the Nonnon-Breaching breaching Party may terminate this Agreement by providing [***] (shall identify the “Notice Period”) prior written notice (actions or conduct that it wishes the “Termination Notice”) allegedly breaching Party to the Breaching Party take for an acceptable and specifying the breach and its claim prompt cure of right to terminatesuch breach; provided that (a) the termination such identified actions shall not become effective at be binding upon the end of allegedly breaching Party with respect to the Notice Period if the Breaching actions that it may need to take to cure such breach. The allegedly breaching Party cures the shall have thirty (30) days either to cure such breach specified in the Termination Notice during the Notice Period (or, if such breach the cure cannot be cured reasonably effected within such thirty (30) day period, to deliver to the Notice Periodnon-breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure. Following delivery of such plan, if the Breaching breaching Party commences actions shall use Commercially Reasonable Efforts to carry out the plan and cure the breach in a timely manner. (b) If the Party receiving notice of breach fails to cure such breach within the Notice Period and thereafter diligently continues such actions)thirty (30) day period, or if the proposed corrective plan or the actions being taken to carry it out are not commercially practicable, the non-breaching Party may give notice of termination of this Agreement upon fifteen (b15) with respect to any alleged breach by Eikon of its diligence obligations set forth in Section 4.1.2, Impact days advance written notice. Such notice shall first provide written notice thereof to Eikon and the Parties shall meet within [***] after delivery effectively terminate this Agreement upon expiration of such notice fifteen (15) day period, 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 Section ‎13.3(c). (c) if either If a Party initiates a dispute resolution procedure under Section 14.5 as permitted gives notice of termination 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 procedureSection ‎13.3, the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective only if other Party disputes whether such breach remains uncured for notice was proper, or the longer of (i) [***] and (ii) Parties disagree as to whether 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 breaching Party has cured within such period, if the Breaching Party commences actions to cure such breach within the applicable time period under Section ‎13.3(a), or if the proposed corrective plan or the actions being taken to carry it out are not commercially practicable, then the issue of whether this Agreement has been terminated shall be resolved in accordance with ‎Article 14. If, as a result of such period dispute resolution process, it is determined that the notice of termination was proper and thereafter diligently continues such actions that the breaching Party failed to cure such breach within the applicable time period agreed by under Section ‎13.3(a), then such termination shall be deemed to have been effective upon expiration of the Partiestime period provided in Section ‎13.3(b). It If, as a result of such dispute resolution process, it is understood determined that the notice of termination pursuant was improper, or the proposed corrective plan or the actions being taken to carry it out are commercially practicable, then no termination shall have occurred and this Section 13.2.1 Agreement shall be a remedy of last resort and may be invoked only deemed to have remained in the case where the breach cannot be reasonably remedied by the payment of money damageseffect.

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 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 havewill have the right, but not the obligation, to terminate this Agreement in its entirety, or if the breach relates to one or more but not all Products and/or countries, with respect to such Products and/or countries, upon written notice of termination to the other Party, provided that such termination will not be effective if such material breach has been cured within [***] ([***]) after written notice has been given by the Non-Breaching Party to the Breaching Party of the applicable material breach, and, further provided that, the Non-Breaching Party may may, by notice to the Breaching Party, designate a later date for such termination in order to facilitate an orderly transition of activities relating to all Products for the GSK Territory. Any such notice of breach will, in each case, (i) expressly reference this Section ‎11.3; (ii) reasonably describe the alleged material breach which is the basis of such notice; and (iii) clearly state the Non-Breaching Party’s intent to terminate this Agreement if the alleged material breach is not cured within the applicable cure period. Notwithstanding the foregoing, if such material breach, by providing its nature, is curable, but is not reasonably curable within the applicable cure period, then such cure period will be extended if the Breaching Party provides a written plan for curing such material breach to the Non-Breaching Party and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan; provided that no such extension will exceed an additional [***] (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 ]) without 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 written consent 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 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 damagesParty.

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 [**] of such notice in the case of a payment breach (the “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 that Spark disputes that it is in breach of a payment obligation and initiates the dispute resolution procedure set forth in ARTICLE 12 (Dispute Resolution) within such Payment Cure Period, then no such termination shall become effective until [**] following the end after a final, binding resolution of such dispute (and determination of the Notice Period full amount due to resolve Selecta) pursuant to ARTICLE 12 (Dispute Resolution); provided that, if Spark pays Selecta the dispute for which full amount due within such [**] period, such termination is being sought shall not occur. If Selecta terminates this Agreement with respect to a Target pursuant to this Section 9.2(b)(ii) and is diligently pursuing Spark subsequently breaches any of its payment 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 procedureTarget or in its entirety, subject to the notice and cure period set forth above. (iii) Selecta may terminate this Agreement, on a Target-by-Target basis with respect to the applicable Target, in this the event of an uncured material breach by Spark of its obligations under Section 13.2.1 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 (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 of a breach of Diligence Obligations (the “Diligence Cure Period”), such termination shall not occur. If such breach has not been cured by Spark within the Diligence Cure Period, then Selecta shall be tolled 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 Diligence Cure Period that Spark disputes that it is in breach of its 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 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 until a final, binding determination pursuant to clause ARTICLE 12 (cDispute Resolution) (or, if the that Spark was in material breach cannot be cured within such period, if the Breaching Party commences actions and failed to cure such material breach within such period and thereafter diligently continues such actions to cure such breach within during 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 damagesDiligence Cure Period.

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 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 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. 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 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.

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 (i) A 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 by providing [***] (before the “Notice Period”) prior end of the Term upon written notice (the “Termination Notice”) to the Breaching Party other party if such other party is in material breach of this Agreement and specifying has not cured such breach within 60 days (or 30 days with respect to any payment breach) after notice from the breach and its claim terminating party requesting cure of right to terminate; provided that (a) the breach. Any 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 such 60-day (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) or 30-day with respect to any payment breach) period unless the breaching party has cured such breach prior to the end of such period. Any right to terminate under this Section 10.2(a) shall be stayed and the cure period tolled in the event that, during any cure period, the party alleged to have been in material breach shall have initiated dispute resolution in accordance with Article 12 with respect to the alleged breach, which stay and tolling shall continue until such dispute has been resolved in accordance with Article 12. (ii) In the event of material breach of this Agreement by Eikon of its diligence obligations Cidara that is not cured within the applicable notice period set forth in Section 4.1.210.2(a)(i) or is not curable (in each case, Impact shall first provide written notice thereof including as determined or agreed pursuant to Eikon dispute resolution in accordance with Article 12), Mundipharma, at its sole discretion, may either: (1) terminate this Agreement in accordance with Section 10.2(a)(i) (in addition to pursuing any remedy that may be available to Mundipharma at law or in equity as a result of Cidara’s breach of this Agreement); or (2) elect (A) not to terminate this Agreement, (B) to retain the License, subject to all terms and the Parties shall meet within [***] after delivery conditions hereof, and (C) pursue any remedy that may be available to Mundipharma at law or in equity as a result of such notice Cidara’s breach of this Agreement, without prejudice to Eikon Mundipharma’s right to discuss in good faith such alleged terminate this Agreement at a later date pursuant to Section 10.2(a)(i) (for that uncured material breach and Eikon’s Development or Commercialization plansany other uncured material breach of this Agreement by Cidara) or pursuant to Section 10.3; provided, as applicablehowever, with respect that to the applicable Licensed Productextent that Development Milestone Payment 1 has not been fully credited against royalties payable by Mundipharma hereunder or otherwise repaid in full in accordance with Section 5.3, which discussions shall be concluded before Impact may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall remaining amount 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 already credited or repaid shall become effective only if such breach remains uncured for the longer of (i) [***] immediately due 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 damagespayable.

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 or 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 if the material breach relates to one or more, but not all, of the countries in the Territory, the Non-Breaching Party may terminate this Agreement solely with respect to the countries where the material breach occurs (a) each, a “Terminated Territory”); provided further that the termination shall not become effective at the end of the Notice Period if if: (a) the Breaching Party cures the breach specified in the Termination Notice during the Notice Period Period; or (or, if b) capable of being cured but such breach cannot be cured within the Notice Period, if Period but 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 then cures the breach within [***] following the end of the Notice Period Period; provided further, to resolve the dispute for which extent that any such termination is being sought and is diligently pursuing such procedurein connection with an alleged breach of Section 5.2 (Diligence), the cure period set forth in this Section 13.2.1 shall be tolled and the termination shall become effective Licensor may only terminate if such material breach remains uncured is directly related to the Licensed Product in the United States (without limiting Licensor’s right to terminate for material breach under any other provision). Notwithstanding 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 periodforegoing, if the Breaching Party commences actions reasonably and in good faith disputes whether there has been a material breach, the Breaching Party may contest the claim of breach in accordance with Section 14.6 (Dispute Resolution), and the Notice Period shall toll until the Dispute Resolution has been completed, it being understood and acknowledged that, during the Notice Period, including any tolling of the Notice Period, all of the terms and conditions of this Agreement shall remain in effect, and the Parties shall continue 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 perform all of their respective obligations under 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. (a) In the event that either Party (the “Breaching Party”) ActiveSite 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 AntriaBio, if unless such breach cannot be cured within the Notice Periodsixty (60) day period, if the Breaching Party commences actions in which case ActiveSite 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 AntriaBio shall have the Notice Period and thereafter diligently continues such actions), right to terminate this Agreement with written notice to ActiveSite. This Section shall not limit AntriaBio’s right to terminate under Section 10.2. (b) with respect In the event that AntriaBio 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 ActiveSite, 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 AntriaBio 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 prompt completion, then ActiveSite shall have the right to terminate this Agreement with written notice to AntriaBio. If during the sixty (60) day cure period AntriaBio disputes in good faith the existence of the breach alleged in the written notice or that the breach is a material breach, the dispute will be promptly submitted to upper management of both Parties for attempted resolution. In such event, the cure period shall be tolled from the date of such notice of dispute. If such attempted resolution is unsuccessful within sixty (60) days, then either Party may initiate litigation in accordance with Section 11.4; provided, however, that, this Agreement shall not be terminated by reason of the asserted breach until it has been finally determined pursuant to Section 11.4 that this Agreement was breached and AntriaBio failed to timely cure such breach within the time breach. (c) The rights granted under this Agreement will continue in full force and effect during any cure period agreed by the Parties). It is understood that termination pursuant to specified in this Section 13.2.1 and during any applicable tolling period. Any termination by a party under this Section shall 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 entitled from the case where the breach cannot be reasonably remedied by the payment of money damagesother Party.

Material Breach. 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 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 in its entirety (if the breach is material to the Agreement as a whole) by providing written notice to the breaching Party specifying the nature of such breach in reasonable detail. Such termination shall become effective [***] (days from receipt of such notice by 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 breaching Party, except that (a) the termination such period 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 days in the event the basis of such notice the alleged material breach is a 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 Impactmake payment(s) and (c) if either Party initiates a dispute resolution procedure under Section 14.5 as permitted under this Agreement Agreement, unless the breaching Party has cured such breach within such [***] 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) or [***] and day period (iias applicable). Notwithstanding the foregoing: (a) except in the portion event the basis of the alleged material breach is a failure to make payment(s) under this Agreement, such [***]-day cure period shall be extended for an additional [***] cure days or such longer 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 is reasonably required to cure such breach within such period and thereafter diligently continues such actions if the breaching Party is employing ongoing, good faith efforts to cure such alleged material breach; (b) in the event the basis of the alleged material breach within is a failure to make payment(s) under this Agreement and the time alleged breaching Party (i) 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 (ii) pays the undisputed portion of such payment(s) on or before providing such notice, such [***]-day cure period agreed by the Parties). It is understood that termination shall be tolled pending resolution of such 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 (c) in the event the basis of the alleged material breach is other than a failure to make payment(s) under this Section 13.2.1 Agreement and the alleged breaching Party notifies the non-breaching Party, during such [***]-day cure period, of a bona fide dispute regarding the alleged breach, such [***]-day cure period shall be a remedy tolled pending resolution of last resort such dispute pursuant to 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.