Common use of Obligations and Duties upon Termination Clause in Contracts

Obligations and Duties upon Termination. If this AGREEMENT is terminated, the PARTIES shall be released from all obligations and duties imposed or assumed hereunder to the extent so terminated, except as expressly provided to the contrary in this AGREEMENT. Upon termination subject to Paragraph 9.6, each PARTY shall cease any further use of the Confidential Information received from the other PARTY. Termination of this [***] 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. AGREEMENT, for whatever reason, shall not affect the obligation of any PARTY to make any payments for which it is liable prior to or upon such termination. Termination shall not affect LICENSOR’S right to recover unpaid royalties, fees, reimbursement for patent expenses, or other forms of financial compensation owed prior to termination. Upon termination, COMPANY shall submit a final royalty report to LICENSOR and any royalty payments (if after first commercial sale of LICENSED PRODUCTS), fees, unreimbursed patent expenses and other financial compensation due to LICENSOR shall become immediately payable. Furthermore, upon termination of this AGREEMENT, all rights in and to the PATENT RIGHTS shall revert immediately to LICENSOR at no cost to LICENSOR. Upon any termination of this AGREEMENT, any SUBLICENSEE(S) shall become, with such SUBLICENSEE(S)’ agreement, a direct licensee of LICENSOR, provided that (a) such SUBLICENSEE(S) cure any default of the COMPANY of which they are legally capable, including in all events paying all amounts due under this AGREEMENT, (b) such SUBLICENSEE(S) was not the cause of terminations, and (c) LICENSOR’S obligations to SUBLICENSEE(S) are no greater than LICENSOR’S obligations to COMPANY under this AGREEMENT and the SUBLICENSEE’S obligations to LICENSOR are no greater than the obligations of COMPANY to LICENSOR under this AGREEMENT. COMPANY shall provide written notice of such to each SUBLICENSEE(S) with a copy of such notice provided to LICENSOR.

Obligations and Duties upon Termination. If this AGREEMENT is terminated, the PARTIES shall be released from all obligations and duties imposed or assumed hereunder to the extent so terminated, except as expressly provided to the contrary in this AGREEMENT. Upon termination subject to Paragraph 9.6, each PARTY shall cease any further use of the Confidential Information received from the other PARTY. Termination of this [***] 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. AGREEMENT, for whatever reason, shall not affect the obligation of any PARTY to make any payments for which it is liable prior to or upon such termination. Termination shall not affect LICENSOR’S right to recover unpaid royalties, fees, reimbursement for patent expenses, or other forms of financial compensation owed prior to termination. Upon termination, COMPANY shall submit a final royalty report to LICENSOR and any royalty payments (if after first commercial sale of LICENSED PRODUCTS), fees, unreimbursed patent expenses and other financial compensation due to LICENSOR shall become immediately payable. Furthermore, upon termination of this AGREEMENT, all rights in and to the PATENT RIGHTS shall revert immediately to LICENSOR at no cost to LICENSOR. Upon any termination of this AGREEMENT, any SUBLICENSEE(S) shall become, with such SUBLICENSEE(S)’ agreement, a direct licensee of LICENSOR, provided that (a) such SUBLICENSEE(S) cure any default of the COMPANY of which they are legally capable, including in all events paying all amounts due under this AGREEMENT, (b) such SUBLICENSEE(S) was not the cause of terminations, and (c) LICENSOR’S obligations to SUBLICENSEE(S) are no greater than LICENSOR’S obligations to COMPANY under this AGREEMENT and the SUBLICENSEE’S obligations to LICENSOR are no greater than the obligations of COMPANY to LICENSOR under this AGREEMENT. COMPANY shall provide written notice of such to each SUBLICENSEE(S) with a copy of such notice provided to LICENSOR.

Obligations and Duties upon Termination. If this AGREEMENT Agreement is terminated, the PARTIES both parties shall be released from all obligations and duties imposed or assumed hereunder to the extent so terminated, except as expressly provided to the [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. AMICUS THERAPEUTICS, INC. Exclusive License Agreement contrary in this AGREEMENTAgreement. Upon termination subject to Paragraph 9.6termination, each PARTY both parties shall cease any further use of the Confidential Information received from confidential information disclosed to the receiving party by the other PARTYparty. This obligation extends as well to any other persons to whom a party has disclosed confidential information of the other. Termination of this [***] 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. AGREEMENTAgreement, for whatever reason, shall not affect the obligation of any PARTY either party to make any payments for which it is liable prior to or upon such termination. Termination shall not affect LICENSOR’S UMBC's right to recover unpaid royalties, fees, royalties or fees or reimbursement for patent expenses, or other forms of financial compensation owed expenses incurred pursuant to Paragraph 4.1 prior to termination. Upon terminationAt the end of the Sell-Off Period (defined below), COMPANY AMICUS shall submit a final royalty report to LICENSOR UMBC (which UMBC shall treat as confidential information of AMICUS) and any royalty payments (if after first commercial sale of LICENSED PRODUCTS), fees, and unreimbursed patent expenses and other financial compensation due to LICENSOR UMBC shall become immediately due and payable. Furthermore, upon Upon termination of this AGREEMENTAgreement, all rights in and to the PATENT RIGHTS shall revert immediately to LICENSOR UMBC at no cost to LICENSORUMBC; provided, however, that if this Agreement is terminated pursuant to Paragraphs 9.2 or 9.3, AMICUS, its AFFILIATED COMPANIES and/or SUBLICENSEES, shall have the right to continue to manufacture LICENSED PRODUCTS to the extent AMICUS, its AFFILIATED COMPANIES and/or SUBLICENSEES, have parts, components, or supplies on hand or on order, and to sell LICENSED PRODUCTS already in inventory at the time of such termination ("Sell-Off Period"), provided that the Sell-Off Period shall not exceed a period of one (1) year, and subject to the royalty payment obligations of Paragraph 3.3, the reporting provisions of Paragraph 5.1, and any other obligations that survive as set forth in Paragraph 10.13. Upon any In the event of termination of this AGREEMENTAgreement, any SUBLICENSEE(SAMICUS shall provide all of its SUBLICENSEES with written notice of: (i) shall become, with such SUBLICENSEE(S)’ agreement, a direct licensee termination of LICENSOR, provided that this Agreement; (aii) such SUBLICENSEE(S) cure any default termination of the COMPANY of which they are legally capable, including in all events paying all amounts due sublicenses under this AGREEMENT, Agreement; and (biii) the right of any SUBLICENSEES to negotiate a license to PATENT RIGHTS directly with UMBC. A copy of all such SUBLICENSEE(S) was not the cause of terminationsnotices shall be provided to UMBC, and (c) LICENSOR’S obligations to SUBLICENSEE(S) are no greater than LICENSOR’S obligations to COMPANY under this AGREEMENT and the SUBLICENSEE’S obligations to LICENSOR are no greater than the obligations treated as confidential information of COMPANY to LICENSOR under this AGREEMENTAMICUS. COMPANY shall provide written notice of such to each SUBLICENSEE(S) with a copy of such notice provided to LICENSOR.[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. AMICUS THERAPEUTICS, INC. Exclusive License Agreement

Obligations and Duties upon Termination. If this AGREEMENT Agreement is terminated, the PARTIES both COMPANY and LICENSORS shall be released from all obligations and duties imposed or assumed hereunder to the extent so terminated, except as expressly provided to the contrary in this AGREEMENTAgreement. Upon termination subject to Paragraph 9.6termination, each PARTY the Parties shall cease any further use of the other Parties' Confidential Information received from disclosed to the receiving Party by the other PARTYParty. Termination of this [***] 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. AGREEMENTAgreement, for whatever reason, shall not affect the obligation of any PARTY either Party to make any payments for which it is liable prior to or upon such termination, including, but not limited to, the payments due under Paragraphs 3.1 and 3.2 of this Agreement. Termination shall not affect LICENSOR’S LICENSORS' right to recover unpaid royalties, fees, reimbursement for patent expenses, or other forms of financial compensation owed incurred prior to termination. Upon termination, COMPANY shall submit a final royalty report to LICENSOR JHU and any royalty payments (if after first commercial sale of LICENSED PRODUCTS)payments, fees, unreimbursed un-reimbursed patent expenses EXHIBIT 10.4 and other financial compensation due to LICENSOR LICENSORS shall become immediately payable. Furthermore, upon termination of this AGREEMENTAgreement, all rights in and to the licensed technology, including PATENT RIGHTS RIGHTS, shall revert immediately to LICENSOR LICENSORS at no cost to LICENSORLICENSORS. Upon any termination of this AGREEMENTAgreement, any SUBLICENSEE(S) shall become, with such SUBLICENSEE(S)’ agreement, become a direct licensee of LICENSORLICENSORS, provided that (a) such SUBLICENSEE(S) cure any default of the COMPANY of which they are legally capable, including in all events paying all amounts due under this AGREEMENT, (b) such SUBLICENSEE(S) was not the cause of terminations, and (c) LICENSOR’S LICENSORS' obligations to SUBLICENSEE(S) are no greater than LICENSOR’S LICENSORS' obligations to COMPANY under this AGREEMENT and the SUBLICENSEE’S obligations to LICENSOR are no greater than the obligations of COMPANY to LICENSOR under this AGREEMENTAgreement. COMPANY shall provide written notice of such to each SUBLICENSEE(S) with a copy of such notice provided to LICENSORJHU.

Obligations and Duties upon Termination. If this AGREEMENT Agreement is terminatedterminated or expires, the PARTIES both parties shall be released from all obligations and duties imposed or assumed hereunder to the extent so terminated, except as expressly provided to the contrary in this AGREEMENTAgreement. Upon termination subject to Paragraph 9.6expiration or termination, each PARTY both parties shall cease any further use of the Confidential Information received from confidential information disclosed to the receiving party by the other PARTYparty as described in Section 8.1, provided that the exceptions provided in Section 8.2 and 8.3 shall continue to apply. Termination Expiration or termination of this [***] 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. AGREEMENTAgreement, for whatever reason, shall not affect the obligation of any PARTY [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. either party to make any payments for which it is liable prior to or upon such expiration or termination. Termination Expiration or termination shall not affect LICENSOR’S JHU’s right to recover unpaid royalties, fees, reimbursement for patent expenses, or other forms of financial compensation owed incurred prior to expiration or termination. Upon expiration or termination, COMPANY Company shall submit a final royalty report to LICENSOR JHU and any royalty payments (if after first commercial sale of LICENSED PRODUCTS)payments, fees, unreimbursed patent expenses and other financial compensation due to LICENSOR JHU shall become immediately payable. Furthermore, upon expiration or termination of this AGREEMENTAgreement, all rights in and to the PATENT RIGHTS shall revert immediately to LICENSOR JHU at no cost to LICENSORJHU. Upon any termination of this AGREEMENTAgreement, any SUBLICENSEE(S) shall become, with such SUBLICENSEE(S)’ agreement, become a direct licensee of LICENSORJHU, provided that (a) such SUBLICENSEE(S) cure any default of the COMPANY of which they are legally capable, including in all events paying all amounts due under this AGREEMENT, (b) such SUBLICENSEE(S) was not the cause of terminations, and (c) LICENSOR’S JHU’s obligations to SUBLICENSEE(S) are no greater than LICENSOR’S JHU’s obligations to COMPANY Company under this AGREEMENT and the SUBLICENSEE’S obligations to LICENSOR are no greater than the obligations of COMPANY to LICENSOR under this AGREEMENTAgreement. COMPANY Company shall provide written notice of such to each SUBLICENSEE(S) with a copy of such notice provided to LICENSORJHU.

Obligations and Duties upon Termination. If this AGREEMENT Agreement is terminated, the PARTIES both parties shall be released from all obligations and duties imposed or assumed hereunder to the extent so terminated, except as expressly provided to the contrary in this AGREEMENTAgreement. Upon termination subject to Paragraph 9.6, each PARTY shall cease any further use Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Confidential Information received from Commission pursuant to the other PARTYCompany’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act; [*] denotes omissions. Termination of this [***] 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. AGREEMENTAgreement, for whatever reason, shall not affect the obligation of any PARTY either party to make any payments for which it is liable prior to or upon such terminationtermination and which were originally intended to be paid prior to the termination (i.e. any flat fee amounts that are being paid to JHU pursuant to Article 3 shall immediately cease with no further amounts due JHU hereunder). Termination shall not affect LICENSOR’S JHU’s right to recover unpaid royalties, fees, amounts for which payment is past due (including reimbursement for patent expenses, or other forms of financial compensation owed expenses incurred pursuant to Article 4 prior to termination). Upon termination, COMPANY shall submit a final royalty report to LICENSOR JHU to confirm the amounts due JHU as of the date of termination and any royalty payments (if after first commercial sale payment of LICENSED PRODUCTS), fees, unreimbursed patent expenses and other financial compensation such amounts shall be due to LICENSOR shall become immediately payableJHU no later than thirty (30) days of the date of termination. Furthermore, upon termination of this AGREEMENTAgreement for any reason, all rights in and to the PATENT RIGHTS shall revert immediately to LICENSOR JHU, at no cost to LICENSOR. Upon any JHU, provided, however, that, in the event this Agreement terminates due to EXACT’s dissolution, all COMPANY sublicenses under the PATENT RIGHTS existing as of the date of termination of this AGREEMENTshall continue in full force and effect, any SUBLICENSEE(S) shall become, with such SUBLICENSEE(S)’ agreement, as a direct licensee of LICENSORlicense between JHU and such SUBLICENSEE, provided that (a) JHU’s obligations and said SUBLICENSEE’ s obligations under such SUBLICENSEE(S) cure any default of the COMPANY of which they are legally capable, including in all events paying all amounts due under this AGREEMENT, (b) such SUBLICENSEE(S) was not the cause of terminations, and (c) LICENSOR’S obligations to SUBLICENSEE(S) sublicenses are no greater than LICENSOR’S currently existing under this Agreement and the sublicense agreement, respectively. In the event this Agreement should terminate for reasons other than EXACT’s dissolution, then such sublicenses entered into prior to this Agreement’s termination shall remain in full force and effect and COMPANY and JHU shall continue to honor their obligations to COMPANY under this AGREEMENT and each other, as such obligations existed as of the SUBLICENSEE’S obligations to LICENSOR are no greater than the obligations of COMPANY to LICENSOR under this AGREEMENT. COMPANY shall provide written notice date of such termination, only with respect to each SUBLICENSEE(S) with a copy of such notice provided to LICENSORsublicensees.