Common use of Termination for Breach Clause in Contracts

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default.

Termination for Breach. Dimension This Agreement may terminate this be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if Bayer (a) the other Party is late in paying material breach of its obligations hereunder with respect to Dimension any milestones or royalties, fees or any such Agreement Program and (b) the other monies due under this Agreement, and Bayer does Party has not pay Dimension in full cured such breach within […***…] upon written demand from Dimensionin the case of a payment breach, which or within [***] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be effective immediately upon the expiration of such delayed for a time period to be agreed by both Parties, not to exceed an additional […***…] cure period], provided that no demand will be issued prior in order to expiration permit such Party a reasonable period of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not time to cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if in the default is not reasonably capable of being cured within event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…] cure period by ]”. 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 UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the defaulting Party and such defaulting Party is making a good faith effort right to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX terminate this Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under Licensed Program and initiates a legal action to resolve such dispute within the ReGenX Agreement, where such termination occurs prior to the foregoing […***…] cure period given to Bayer above. For the avoidance of doubtperiod, Bayer then this Agreement shall not be liable terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or otherwise responsible an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX have materially breached this Agreement attributable with respect to Bayer’s exercise of its rights obligation under this Agreement. The right of either Party Agreement to terminate use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect toto such Licensed Product, any previous defaultthen this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicable.

Termination for Breach. Dimension Either party may terminate this Agreement if Bayer is late in paying upon a material breach of this Agreement by the other party by providing ninety (90) days prior written notice to Dimension any milestones or royalties, fees or any the other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, party (“Notice Period”); provided that no demand will be issued prior if the breach relates only to expiration of the due date for paymentone or more, and provided further that Bayer is but not disputing on a bona fide basis that a payment is due. Either Party all, Poseida Selected Targets or TeneoBio Internal Targets, then such party may terminate this Agreement, if Agreement only with respect to the other Party materially breaches (other than nonpaymentTarget(s) this Agreement and does not cure such material to which the breach within […***…] after written notice relates. The termination shall become effective at the end of the breach, which termination shall be effective immediately upon Notice Period unless the expiration of breaching party cures such […***…] cure period. Notwithstanding the foregoing, breach during such Notice Period; provided that (a) if the default such breach is curable but is not reasonably capable of being cured cure within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such defaultNotice Period, the breaching party may submit a reasonable cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs plan prior to the […***…] cure period given to Bayer above. For end of the avoidance of doubtNotice Period, Bayer in which case the other party shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of have the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement for so long as herein above provided the breaching party is using diligent efforts to implement such cure plan, and (b) if Licensee disputes a material breach in writing within such Notice Period, TeneoBio shall not be affected have the right to terminate this Agreement unless and until a final determination is made, in any way by its waiver ofan arbitration under Section 12.8 below, that such material breach was committed, and Licensee fails to cure such default or material breach within ninety (90) days after such determination. It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the parties shall continue to perform all of their respective obligations hereunder. In addition to the foregoing, TeneoBio shall have the right to terminate this Agreement with respect to a Selected Antibody upon written notice to Licensee if Licensee seeks Regulatory Approval of or sells such Selected Antibody outside the Field, or failure to take action with respect to, otherwise pursues any previous defaultcommercial application of such Selected Antibody or any CAR Product or CAR Cell that expresses such Selected Antibody outside the Field (including the sale and marketing of Selected Antibodies as part of a kit or biomarker that is sold for research use only).

Termination for Breach. Dimension may terminate this Agreement if Bayer is late Failure by a Party to comply with any of its material obligations contained herein will entitle the Party not in paying default to Dimension any milestones give to the defaulting Party notice specifying the nature of the material breach, requiring the defaulting Party to make good or royaltiesotherwise cure such material breach, fees or any other monies due under this Agreementproviding specific actions that the defaulting Party could take to cure such material breach, and Bayer does stating its intention to invoke the provisions of Section 16.2 if such material breach is not pay Dimension in full cured. If such material breach is not cured within […***…] upon written demand from Dimension, which termination shall be effective immediately upon 90 days after the expiration receipt of such […***…] cure notice (or, if such material breach cannot be cured within such 90-day period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other defaulting Party materially breaches (other than nonpayment) this Agreement and does not commence actions to cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and thereafter diligently continue such defaulting Party is making a good faith effort to cure such defaultactions), the cure period shall Party not in default will be extended entitled, without limiting any of its other rights conferred on it by no more than […***…]. Bayer acknowledges and understands that: this Agreement (a) in the event the nature of a breach by Bayer causes Dimension (except as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as expressly set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (aherein), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement by providing written notice to the breaching Party. Notwithstanding anything to the contrary herein, in the event of IntelGenx’ material breach of this Agreement, and without derogating from any of RedHill’s other rights at law, RedHill shall have the right to continue all activities under the License granted herein and to continue utilizing the Patents and the Licensed Know-How for the exploitation of the License, with the right to set-off, from any sums due to IntelGenx hereunder, amounts equivalent to any damage caused to RedHill as herein above provided a result of IntelGenx’ breach hereunder. Notwithstanding anything to the contrary herein, in the event of termination of the Agreement by IntelGenx as a result of RedHill’s material breach of this Agreement, and without derogating from any of IntelGenx’ other rights at law, IntelGenx shall not be affected have the right to continue any and/or all activities contemplated in under and/or by this Agreement, terminate all rights granted to RedHill, continue utilizing the Patents and the Know-How for the exploitation of the Products, with the right to set-off, from any way by its waiver ofsums due to RedHill hereunder, or failure amounts equivalent to take action with respect to, any previous defaultdamage caused to IntelGenx as a result of RedHill breach hereunder.

Termination for Breach. Dimension If a Party breaches a material term or condition of this Agreement, the non-breaching Party may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon after at least thirty (30) days has expired since it has given the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either breaching Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breachnature of the breach and its intention to terminate, which termination provided that the breaching Party does not cure the claimed breach within such thirty (30) day period or within such longer period as may be provided in the written notice from the non- breaching Party. If the breach has not been cured within such thirty (30) day period or within such longer period as may be provided in the first written notice from the non-breaching Party, the non-breaching Party shall be effective immediately upon send a second written notice to the expiration of such […***…] cure periodbreaching Party notifying the breaching Party that this Agreement is terminated. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period (a) Central ▇▇▇▇▇▇ may terminate on shorter notice than provided above and/or without any opportunity by the defaulting Party and such defaulting Party is making a good faith effort Licensee to cure if Licensee interferes with any contract, mortgage, lien, encumbrance, restriction, lease, license, easement, right, or privilege affecting the Licensed Property or any use of the Licensed Property, if such defaultshorter notice is necessary to protect the interests of Central ▇▇▇▇▇▇ or any other party under or with regard to any such contract, the mortgage, lien, encumbrance, restriction, lease, license, easement, right, or privilege (provided, however, that a cure period shall be extended granted by no more than […***…]. Bayer acknowledges and understands that: (a) in Central ▇▇▇▇▇▇ unless granting a cure period would violate the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreementother contract, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5mortgage, lien, encumbrance, restriction, lease, license, easement, right, or privilege); and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to Central ▇▇▇▇▇▇ may terminate this Agreement immediately upon sending written notice of such termination to Licensee, without any opportunity by Licensee to cure, if Licensee interferes with any use of the Licensed Property for Public Utility Purposes, as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default.defined Article I.

Termination for Breach. Dimension may Subject to the terms and conditions of this Section 14.03 (Termination for Breach), a Party (the “Non-Breaching Party”) shall have the right, in addition to any other rights and remedies available to such Party at law or in equity, to terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension other Party (as a sublicensor hereunderthe “Breaching Party”) to be is in material breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights obligations under this Agreement. The Non-Breaching Party shall first provide written notice to the Breaching Party, which notice shall identify with particularity the alleged breach (the “Breach Notice”). With respect to material breaches of any payment provision hereunder, the Breaching Party shall have a period of [**] days after such Breach Notice is provided to cure such breach. With respect to all other breaches, the Breaching Party shall have a period of [**] days after such Breach Notice is provided to cure such breach. Notwithstanding anything to the contrary in this Section 14.03 (Termination for Breach), with respect to any breach by Licensee that results, or could reasonably be expected to result in, a breach of any In-License Agreement, Licensee shall have a period of [**] days after Tetraphase provides written notice to Licensee that Tetraphase has received a written notice of breach from the applicable Third Party licensor to cure such breach. If such breach is not cured within the applicable period set forth above, the Non-Breaching Party may, at its election, terminate this Agreement upon written notice to the Breaching Party; provided that, if a material breach pertains only to facts relating to one or more Jurisdictions other than mainland China, then the Non-Breaching Party shall only have the right of either Party to terminate this Agreement as herein above provided only with respect to such Jurisdiction(s); provided, further, that, solely with respect to any breach (other than a breach of any payment provision) that is not reasonably likely to result in a breach of any In-License Agreement, the termination shall not become effective for [**] days after the Breach Notice if the breach specified in such Breach Notice cannot be cured within the initial [**] day cure period, and if the Breaching Party commenced actions to cure such breach within the initial [**] day cure period and thereafter diligently continued such actions and cured such breach within such [**] day period. The waiver by either Party of any breach of any term or condition of this Agreement shall not be affected deemed a waiver as to any subsequent or similar breach. In the event Licensee is entitled to terminate this Agreement in any way by its waiver ofentirety pursuant to this Section 14.03 (Termination for Breach), or failure as an alternative to take action with respect tosuch termination, Licensee may elect upon written notice to Tetraphase that, as an alternative to such termination, from the date on which such termination would otherwise have become effective, any previous defaultroyalties otherwise payable by Licensee to Tetraphase pursuant to Section 8.04 (Royalties) shall be reduced by [**] percent ([**]%) and, for clarity, this Agreement shall otherwise continue in full force and effect. Such election by Licensee of a royalty reduction as an alternative to termination for a breach shall not be deemed a waiver as to any subsequent or similar breach.

Termination for Breach. Dimension A Party (“Non-Breaching Party”) shall have the right to terminate this Agreement in its entirety or on a country-by-country or Product-by-Product basis in the event the other Party (“Breaching Party”) is in breach of any of its material obligations under this Agreement. The Non-Breaching Party shall provide written notice to the Breaching Party, which notice shall identify the breach and, if applicable, the affected countries in which, and the affected Products with respect to which, the Non-Breaching Party intends to have this Agreement terminate. The Breaching Party shall have a period of […***…] after such written notice is provided (“Peremptory Notice Period”) to cure such breach. If the Breaching Party has a dispute as to whether such breach occurred or has been cured, it will so notify the Non-Breaching Party, and the expiration of the Peremptory Notice Period shall be tolled until the Parties agree or the arbitrators have determined in accordance with Section 19.3 that this Agreement was materially breached. It is understood and acknowledged that, 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 perform all of their respective obligations under this Agreement. Upon such agreement or determination of material breach or failure to cure, the Breaching Party may have the remainder of the Peremptory Notice Period to cure such breach. If such breach is not cured within the Peremptory Notice Period, then absent withdrawal of the Non-Breaching Party’s request for termination, this Agreement shall terminate in accordance with the written notice provided by the Non-Breaching Party and such termination shall be effective as of the expiration of the Peremptory Notice Period. For clarity, Roche may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this AgreementSection 17.2.2 if there is a material diminution in the Quality Standards, except as permitted under Section 2.3, or if FMI is unwilling or unable to fulfill its obligations under Section 7.5.2, and Bayer does not pay Dimension in full FMI may terminate this Agreement under this Section 17.2.2 if Roche is unwilling or unable to fulfill its obligations under Section 7.5.1. Notwithstanding the foregoing, Roche may terminate this Agreement under this Section 17.2.2 if a Material Average Delivery Time Failure or Material Performance Standards Failure occurs by providing written notice to FMI within […***…] upon written demand from Dimensionof such Material Average Delivery Time Failure or Material Performance Standards Failure, which termination and no cure period as provided under this Section 17.2.2 shall be effective immediately upon the expiration of applicable for such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaulttermination.

Termination for Breach. Dimension This PD-1 License Agreement and the rights granted herein may terminate be terminated by either Party for the material breach by the other Party of this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this PD-1 License Agreement, and Bayer does provided, that if the breaching Party has not pay Dimension in full cured such breach within […***…] upon ]s (or [***], in the case of Celgene’s payment obligations under this PD-1 License Agreement with respect to a material breach by either Party of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”) after the date of written demand from Dimensionnotice to the breaching Party of such breach, which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this PD-1 License Agreement pursuant to this Section 6.3. Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a material breach under this PD-1 License Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party in accordance with Section 12.2 of the Master Collaboration Agreement. Any such termination of this PD-1 License Agreement under this Section 6.3 shall be become effective immediately upon at the end of the Cure Period, unless the breaching Party has cured any such breach or default prior to the expiration of such […***…] cure periodCure Period, provided that no demand will be issued prior to expiration of the due date for paymentor, and provided further that Bayer if such breach is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreementsusceptible to cure within the Cure Period, if then, the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice non-breaching Party’s right of the breach, which termination shall be effective immediately upon suspended only if and for so long as the expiration of such […***…] breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting plan is acceptable to the non-breaching Party, and the breaching Party is making a good faith effort commits to cure and carries out such default, plan as provided to the cure period shall be extended by no more than […***…]non-breaching Party. Bayer acknowledges The Parties understand and understands that: (a) in agree that the event totality of this PD-1 License Agreement and the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach totality of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) circumstances with respect to such breach by Bayer described in (a), Dimension shall not this PD-1 License Agreement will be responsible taken into account and assessed as a whole for any termination by ReGenX through exercise purposes of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from determining whether a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights is material under this PD-1 License Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late Failure by a Party to comply with any of its material obligations contained herein will entitle the Party not in paying default to Dimension any milestones give to the defaulting Party notice specifying the nature of the material breach, requiring the defaulting Party to make good or royaltiesotherwise cure such material breach, fees or any other monies due under this Agreementproviding specific actions that the defaulting Party could take to cure such material breach, and Bayer does stating its intention to invoke the provisions of Section 14.3 if such material breach is not pay Dimension in full cured. If such material breach is not cured within […***…] upon written demand from Dimension, which termination shall be effective immediately upon 90 days after the expiration receipt of such […***…] cure notice (or, if such material breach cannot be cured within such 90-day period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other defaulting Party materially breaches (other than nonpayment) this Agreement and does not commence actions to cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and thereafter diligently continue such defaulting Party is making a good faith effort to cure such defaultactions), the cure period shall Party not in default will be extended entitled, without limiting any of its other rights conferred on it by no more than […***…]. Bayer acknowledges and understands that: this Agreement (a) in the event the nature of a breach by Bayer causes Dimension (except as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as expressly set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (aherein), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement by providing written notice to the breaching Party. Notwithstanding anything to the contrary herein, in the event of Egalet’s material breach of this Agreement, and without derogating from any of RedHill’s other rights at law, RedHill shall have the right to continue all activities under the License granted herein and to continue utilizing the Patents for the exploitation of the License, with the right to set-off, from any sums due to the Egalet hereunder, amounts equivalent to any damage caused to RedHill as herein above provided a result of Egalet’s breach hereunder. Notwithstanding, it is clarified that Egalet shall not be affected in entitled to terminate this Agreement for any way by reason whatsoever once the Royalty Term has expired, provided that this shall not derogate from any right of termination available to Egalet if RedHill has not complied with any and all of its waiver of, or failure to take action with respect to, any previous defaultobligations hereunder as per elapse of the Royalty Term.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying 7.3.1 Without prejudice to Dimension any milestones or royalties, fees or any other monies due remedies that may be available under this Agreement, in the event that Licensee, on the one hand, or Licensor, on the other hand, has materially breached this Agreement, and Bayer does the breaching Party has not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon cured such breach (to the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration reasonable satisfaction of the due date for paymentnon-breaching Party) within sixty (60) days (or such longer period as may be agreed by the Parties if Licensee is exercising diligent efforts to cure such breach and sixty (60) days is insufficient to cure such breach) following its receipt of written notice thereof from the non-breaching Party, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either the non-breaching Party may terminate this Agreement, if in whole or in part on a Commercial License-by-Commercial License basis (at the sole discretion of the non-breaching Party) by providing written notice to the other Party materially breaches with immediate effect. Notwithstanding the above, in the case of a failure to timely pay any undisputed amounts due hereunder, the period for cure of any such breach shall be thirty (other than nonpayment30) days following the non-breaching Party’s delivery of notice thereof and, unless payment is made within such thirty (30) day period, the non-breaching Party may thereafter terminate this Agreement and does not cure such material breach within […***…] after by providing written notice of to the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. other Party with immediate effect. 7.3.2 Notwithstanding the foregoing, (i) if such uncured material breach by Licensee involves only a specific Product or Target, or (ii) a specific Sublicensee or Third Party Contractor (and the default is Licensee has complied with its obligations under Sections 2.3 and 2.4), then Licensor may terminate this Agreement only with respect to Licensee’s rights relating, respectively, to such Product or Target or such Sublicensee or Third Party Contractor. If there has been an uncured material breach by a Sublicensee or a Third Party Contractor, and the Licensee has not reasonably capable complied with its obligations under Section 2.3 with regard to a such Sublicensee or Section 2.4 with regard to such Third Party Contractor, then Licensor may terminate this Agreement in whole, without regard to the number of being cured within the […***…] cure period by the defaulting Products, Targets, Sublicensees or Third Party and such defaulting Party is making a good faith effort to cure such defaultContractors licensed hereunder. For clarity, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as Licensee and/or a sublicensor hereunder) to Sublicensee and/or a Third Party Contractor of the provisions of Sections 2.3, 2.4, 2.6, 2.8, 3.3, 8.1 and Article 9, shall be in deemed a material breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late Failure by a Party to comply with any of its material obligations contained herein will entitle the Party not in paying default to Dimension any milestones give to the defaulting Party notice specifying the nature of the material breach, requiring the defaulting Party to make good or royaltiesotherwise cure such material breach, fees or any other monies due under this Agreementproviding specific actions that the defaulting Party could take to cure such material breach, and Bayer does stating its intention to invoke the provisions of Section 16.2 if such material breach is not pay Dimension in full cured. If such material breach is not cured within […***…] upon written demand from Dimension, which termination shall be effective immediately upon ninety (90) days after the expiration receipt of such […***…] cure notice (or, if such material breach cannot be cured within such ninety (90) day period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other defaulting Party materially breaches (other than nonpayment) this Agreement and does not commence actions to cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and thereafter diligently continue such defaulting Party is making a good faith effort to cure such defaultactions), the cure period shall Party not in default will be extended entitled, without limiting any of its other rights conferred on it by no more than […***…]. Bayer acknowledges and understands that: this Agreement (a) in the event the nature of a breach by Bayer causes Dimension (except as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as expressly set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (aherein), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement by providing written notice to the breaching Party. Notwithstanding anything to the contrary herein, in the event of termination of the Agreement by IntelGenx as herein above provided a result of Pacific's material breach of this Agreement, and without derogating from any oflntelGenx' other rights at law, IntelGenx shall not be affected have the right to continue any and/or all activities contemplated in under and/or by this Agreement, terminate all rights granted to Pacific, continue utilizing the Patents and the Know-How for the exploitation of the Products, with the right to set-off, from any way sums due to Pacific hereunder, amounts equivalent to any damage caused to IntelGenx as a result of Pacific breach hereunder. Notwithstanding anything to the contrary herein, in the event of termination of the Agreement by its waiver ofPacific as a result oflntelGenx' material breach of this Agreement, or failure and without derogating from any of Pacific's other rights at law, Pacific shall have the right to take action with respect tocontinue any and/or all activities contemplated in under and/or by this Agreement, any previous defaultterminate all rights, other than the royalty obligations set forth herein, granted to IntelGenx, continue utilizing the Patents and the Know-How for the exploitation of the Products.

Termination for Breach. Dimension may A Party (“Non-Breaching Party”) shall have the right to terminate this Agreement if Bayer is late on a Work Stream-by-Work Stream basis, or, for Roche, on an Approved Marker or Investigational Marker basis in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration case of the due date for paymentCDx Development Program, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if in the event the other Party materially breaches (other than nonpayment“Breaching Party”) this Agreement and does not cure such is in material breach within of any of its material obligations under the applicable Work Stream (or obligations pertaining to an Approved Marker or Investigational Marker program). Failure of FMI to comply materially with Performance Specifications or Quality Standards shall be considered a material breach by FMI. For avoidance of doubt, a Non-Breaching Party shall only be permitted to terminate the Work Stream (or Approved Marker or Investigational Marker program) to which a material breach of a material obligation relates. The Non-Breaching Party shall provide written notice to the Breaching Party, which notice shall identify the breach. Except in the event of a breach that, by its nature, is not amenable to cure, in which case termination may be made effective immediately, the Breaching Party shall have a period of […***…] after such written notice is provided (“Peremptory Notice Period”) to cure such breach or, absent withdrawal of the Non-Breaching Party’s request for termination, the relevant Work Stream (or Approved Marker or Investigational Marker program) shall terminate; provided that, if the Breaching Party has a bona fide dispute as to whether such breach: (i) occurred, which termination (ii) pertains to a material obligation, or (iii) has been cured, the Breaching Party will so notify the Non-Breaching Party, the relevant Work Stream (or Approved Marker or Investigational Marker program) shall be effective immediately upon not terminate and the expiration of the Peremptory Notice Period shall be tolled until such […***…] dispute is resolved pursuant to Section 19.2. If such dispute is resolved by finding that the Non-Breaching Party is entitled to terminate the relevant Work Stream (or Approved Marker or Investigational Marker program), the Breaching Party may have the remainder of the Peremptory Notice Period to cure periodsuch breach. Notwithstanding the foregoing, if the default If such breach is not reasonably capable of being cured within the […***…] cure period by Peremptory Notice Period, then absent withdrawal of the defaulting Party and such defaulting Party is making a good faith effort to cure such defaultNon-Breaching Party’s request for termination, the cure period relevant Work Stream (or Approved Marker or Investigational Marker program) shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) terminate in accordance with the event notice from the nature of a breach by Bayer causes Dimension (Non-Breaching Party as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination expiration of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultPeremptory Notice Period.

Termination for Breach. Dimension may Subject to the terms and conditions of this Section 13.04 (Termination for Breach), a Party (the “Non-Breaching Party”) shall have the right, in addition to any other rights and remedies available to such Party at law or in equity, to terminate this Agreement if Bayer in the event the other Party (the “Breaching Party”) is late in paying to Dimension any milestones or royalties, fees or any other monies due under material breach of this Agreement. The Non-Breaching Party shall first provide written notice to the Breaching Party, and Bayer does not pay Dimension in full within which notice shall identify with particularity the alleged breach (the “Breach Notice”). With respect to material breaches of any payment provision hereunder, the Breaching Party shall have a period of […***…] upon written demand from Dimensiondays after such Breach Notice is provided to cure such breach. With respect to all other material breaches, which termination the Breaching Party shall be effective immediately upon the expiration have a period of such […***…] days after such Breach Notice is provided to cure periodsuch breach, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Breaching Party materially breaches (other than nonpayment) this Agreement and does not demonstrates good faith efforts to execute a plan reasonably calculated to cure such material breach within […***…] after written notice of the breachdays thereafter, which termination shall be effective immediately upon the expiration of then such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than an additional […***…]] days. Bayer acknowledges If a material breach for which a Breach Notice is provided is not cured within the applicable period set forth above, then the Non-Breaching Party may, at its election, terminate this Agreement upon written notice to the Breaching Party. If a Non-Breaching Party provides a Breach Notice to the Breaching Party pursuant to this Section 13.04 (Termination for Breach) and understands that: (a) in the event Breaching Party disputes the nature existence of a material breach by Bayer causes Dimension (as a sublicensor hereunder) in good faith, then the Breaching Party may refer such dispute to be in breach of the ReGenX Agreement, the applicable cure periods as dispute resolution process set forth in the ReGenX Agreement are shorter than those ARTICLE XIV (Dispute Resolution; Governing Law). The [***] day cure period set forth in this Section 9.5; 13.04 (Termination for Breach) shall be tolled during the pendency of such dispute, and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination all of the ReGenX Agreement attributable to Bayer’s exercise terms of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected will remain in any way by its waiver of, or failure effect and the Parties will continue to take action with respect to, any previous defaultperform all of their respective obligations hereunder during such pendency.

Termination for Breach. Dimension may Each Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other remedies available to it at law or in equity, to terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] its entirety upon written demand from Dimension, which termination shall be effective immediately upon notice to the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either other Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) its obligations under this Agreement and does not and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon or if such material breach is not susceptible to cure within the expiration Cure Period, fails to deliver to the Non-Breaching Party a written plan that is reasonably calculated to resolve such material breach, within ninety (90) days from the date of such […***…] cure periodnotice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any undisputed amounts due hereunder) (the “Cure Period”). Notwithstanding If the foregoing, if the default is not Parties reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a in good faith effort disagree as to cure such defaultwhether there has been a material breach, the cure period Party that disputes that there has been a material breach may contest the allegation in accordance with Article 14. It is understood and acknowledged that, during the pendency of such a Dispute, the Cure Period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature period of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach time of such pendency, all of the ReGenX Agreementterms and conditions of this Agreement shall remain in effect, and the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect Parties shall continue to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise perform all of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights their respective obligations under this Agreement. The right If in connection with such Dispute brought under Article 14, an arbitrator determines that Allergan has materially breached its obligations under Section 4.2 or 6.2 or asserts a patent challenge pursuant to Section 13.4 that is not permitted under Section 13.4, then this Agreement shall terminate and the consequences of either Party to Section 13.5 shall apply. In the case of material breach of this Agreement by Allergan other that covered by the foregoing sentence, then the arbitrator may terminate this Agreement if Molecular Partners does not have a reasonable remedy for all damages resulting from such material breach or the character, frequency, nature and extent of such breach (including the culpability of the Parties) supports termination of this Agreement as herein above provided an appropriate remedy. Nothing in this Section 13.3 shall not be affected limit a Party’s ability to seek remedies available under this Agreement in any way by its waiver of, law or failure to take action with respect to, any previous defaultequity.

Termination for Breach. Dimension may Either Party may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination notice to the other Party in the event that the other Party (the “Breaching Party”) shall be effective immediately upon have materially breached or defaulted in the performance of any of its obligations. The Breaching Party shall have sixty (60) days (thirty (30) days in the event of non-payment) after written notice thereof was provided to the Breaching Party by the non-breaching Party to remedy such default. Unless the Breaching Party has cured any such breach or default prior to the expiration of such […***…] cure periodsixty (60) day period (thirty (30) day period for non-payment), provided that no demand will be issued prior to expiration such Termination shall become effective upon receipt of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of termination by the breach, which termination shall Breaching Party to be effective immediately upon given within ten (10) days of the expiration end of such […***…] cure periodthe sixty (60) day period (thirty (30) day period for non-payment). Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension Pfizer shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination have the right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement by reason of a material breach by Auxilium of the BTC License Agreement and, in such event, regardless of whether Pfizer obtains a direct license from BTC under the “Licensed Technology” (as herein above provided such term is defined in the BTC License Agreement) by reason of such material breach, the financial provisions of this Agreement, including without limitation Article 8 of this Agreement, shall remain in full force and effect; provided, however, that, in the event that, as contemplated by Section 2.8 of this Agreement, Pfizer timely remedies or cures such breach of the BTC License Agreement and Pfizer was not be affected in any way by its waiver of, or failure to take action at fault with respect tothereto, then at Pfizer’s sole discretion, Pfizer shall have the right to (i) receive a cash payment from Auxilium equal to the reasonable Out-of-Pocket Costs borne by Pfizer to remedy or cure such breach of the BTC License Agreement or (ii) set-off against any previous defaultfuture payments under Article 8 of this Agreement an amount equal to one hundred and ten percent (110%) of the reasonable Out-of-Pocket Costs borne by Pfizer to remedy or cure such breach of the BTC License Agreement; provided, further, that, in the event Pfizer is entitled, in accordance with Section 11.3 of the BTC License Agreement, to request a direct license from BTC under the Licensed Technology, and Pfizer does so request such direct license, then the Commercialization Payments set forth in Section 8.3.1 shall be reduced by the applicable royalty payments due by Pfizer to BTC for the corresponding period under such direct license. For clarity, in the event that Auxilium cures a material breach under the BTC License Agreement for which Pfizer is at fault, Auxilium shall have the right to be reimbursed for one hundred percent (100%) of the reasonable Out-of-Pocket Costs borne by Auxilium to remedy or cure such breach of the BTC License Agreement.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if effective immediately upon written notice to the other Party, for a material breach by the other Party materially breaches (other than nonpayment) of any term of this Agreement and does not cure such material breach within that remains uncured for […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such days ([…***…] cure period. Notwithstanding days in the foregoing, event that the breach is a failure of either Party to make any payment required hereunder) after the non-breaching Party first gives written notice to the other Party of such breach and its intent to terminate this Agreement if the default such breach is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such defaultcured; provided, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: , (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be MERCK is in breach of its diligence obligations with respect to a given Program Target, and/or any Collaboration Aptamer against such Program Target, ARCHEMIX shall only have the ReGenX Agreementright, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; on a country-by-country (or with respect to European countries, Europe) and furtherCollaboration Aptamer-by-Collaboration Aptamer and/or Product-by-Product basis, to (bi) terminate MERCK’s rights with respect to such breach by Bayer described in Program Target and/or such Collaboration Aptamer and/or Product (a)but leaving unaffected MERCK’s rights under this Agreement to any other Program Target, Dimension shall not be responsible for any termination by ReGenX through exercise Portions of ReGenX’s termination right under this Exhibit were omitted and have been filed separately with the ReGenX Agreement, where such termination occurs prior Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. Collaboration Aptamer(s) or Product(s)) or (ii) upon […***…] cure period given days written notice to Bayer aboveMERCK, to convert the exclusive license granted to MERCK for each such Program Target, Collaboration Aptamer and/or Product to a non-exclusive license, in which case the provisions of Section 8.7.1 will not apply to such Program Target, Collaboration Aptamer and/or Product and (b) in the event ARCHEMIX is in breach of its diligence obligations solely with respect to ARCHEMIX’s Co-Development Activities, MERCK shall only have the right, on a Collaboration Aptamer-by-Collaboration Aptamer basis and/or Product-by-Product basis, to terminate the right of ARCHEMIX to Co-Develop such Collaboration Aptamer and/or Product. For the avoidance purposes of doubtclarity, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability a breach by MERCK of any kind arising from of Sections 4.10.6(a) through 4.10.6(c) shall constitute a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultmaterial breach.

Termination for Breach. Dimension This Agreement may be terminated by either Party in the event of the material breach by the other Party of the terms and conditions hereof and any infringement by one Party of the Intellectual Property of the other Party shall be considered a material breach; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination or cancellation of this Agreement, specifying the grounds therefore. Upon receipt of such notice, the breaching Party shall have sixty (60) Days to respond by curing such breach. If the breaching Party does not cure such breach within such cure period, then (a) if Amarin is the breaching Party, Equateq shall (i) have the right to terminate this Agreement if Bayer in whole or in part and (ii) as its sole remedy, subject to Section 15.7, require Amarin to purchase any quantity of API that is late the subject of a Purchase Order submitted by Amarin prior to such termination and other quantities set forth in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within the binding portion of a […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such Forecast (but not other quantities forecasted in a […***…] cure periodForecast or the Technical Batches, provided that no demand will be issued prior the Registration/Stability Batches, the Commercial Validation Batches or the Minimum Purchase Requirements); or (b) if Equateq is the breaching Party, Amarin (i) shall have the right to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if in whole or in part, and as its sole remedy, subject to section 15.8, (ii) Equateq shall pay to Amarin the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice price payable in excess of the breach, API Price in engaging a Secondary Supplier to supply API not supplied by Equateq prior to the effective date of termination which termination shall be effective immediately upon API is the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature subject of a breach Purchase Order submitted by Bayer causes Dimension (as a sublicensor hereunder) Amarin prior to be in breach of the ReGenX Agreement, the applicable cure periods as such termination and other such quantities set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise binding portion of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For Forecast (but not other quantities forecasted in a [***] Forecast or the avoidance of doubtTechnical Batches, Bayer shall not be liable the Registration/Stability Batches, the Commercial Validation Batches or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultMinimum Purchase Requirements).

Termination for Breach. Dimension may (a) Subject to the terms and conditions of this Section 13.2, a Party (the “non-breaching Party”) shall have the right, in addition to any other rights and remedies, to terminate this Agreement if Bayer in the event the other Party (the “breaching Party”) is late in paying to Dimension material breach of any milestones or royalties, fees or any other monies due of its obligations under this Agreement, and Bayer does not pay Dimension in full within […***…] upon . The non-breaching Party shall first provide written demand from Dimensionnotice to the breaching Party, which termination notice shall be effective immediately upon identify with particularity the expiration alleged breach. The breaching Party shall have a period of ninety (90) days, or fifteen (15) days in the case of any default of payment of undisputed amounts, after such […***…] written notice is provided to cure periodsuch breach; provided, provided however, that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches any breach (other than nonpaymentpayment default) is otherwise curable but cannot reasonably be cured within ninety (90) days, then if the breaching Party submits to the non-breaching Party a reasonable plan to cure such breach, then the non-breaching Party’s right to terminate shall be delayed so long as the breaching Party continues to make such efforts to cure such breach in accordance with such plan. If such breach is not cured within such period, this Agreement and does not cure may be terminated at end of such material breach within […***…] after period by written notice of from the breach, which termination shall be effective immediately upon the expiration of such […***…] cure periodnon-breaching Party. Notwithstanding the foregoing, if at any time during the default term of this Agreement, BioMarin receives written notice of a material breach under the EUSA License which notice is not reasonably based on Catalyst’s failure to perform under this Agreement, BioMarin shall give written notice to Catalyst describing in detail the nature of such breach and Catalyst shall have sixty (60) days from receipt of such notice to cure such breach (or, if such breach is capable of being cured but cannot be cured within the […***…] cure period by the defaulting Party such 60-day period, Catalyst has commenced and such defaulting Party is making a good faith effort diligently continued actions to cure such defaultbreach provided always that, in such instance, such cure must have occurred within ninety (90) days from receipt of such notice to cure such breach). Notwithstanding the foregoing, the cure period shall Parties acknowledge that termination for a Party’s material breach under this Agreement may not be extended the appropriate remedy, when taking into consideration factors such as (i) whether the adverse effect of termination on the breaching Party is disproportionate to the damages caused by no more such material breach, and (ii) whether the non-breaching Party may be adequately compensated for the breach other than […***…]. Bayer acknowledges and understands that: through termination, such as through remedies in law or equity. (ab) If the alleged breaching Party disputes in good faith the event the nature existence or materiality of a breach specified in a notice provided by Bayer causes Dimension (as a sublicensor hereunder) to the other Party or disputes whether termination of this Agreement would be in breach the appropriate remedy for such breach, and such alleged breaching Party provides the other Party written notice of the ReGenX Agreement, such dispute within the applicable cure periods as period set forth in above, then the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension other Party shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination have the right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above unless and until (i) it has been determined in accordance with Section 14.1(b) that the alleged breaching Party is in material breach of this Agreement and that termination of this Agreement is the appropriate remedy for such breach, and (ii) such breaching Party fails to cure such breach within ninety (90) days (or fifteen (15) days in the case of any default of payment of undisputed amounts) after the conclusion of the dispute resolution procedure. (c) Notwithstanding (a) and (b) above, in the event Catalyst fails to complete the double-blind treatment phase of the LMS-002 U.S. Phase 3 Clinical Trial within twenty-four (24) months of the Effective Date and fails to spend at least five million dollars ($5,000,000) in connection with the conduct of the LMS-002 U.S. Phase 3 Clinical Trial during such twenty-four month period, and provided that BioMarin has complied with its supply obligations under Section 5.1, BioMarin shall not be affected in any way by its waiver ofhave the right to terminate this Agreement immediately upon giving Catalyst written notice of termination, or failure to take action with respect to, any previous defaultprovided that BioMarin gives Catalyst such written notice of termination within thirty (30) days after expiration of such twenty-four month period.

Termination for Breach. Dimension may (i) Affymax shall have the right to terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimensionnotice to Takeda if Takeda, which termination shall be effective immediately upon the expiration of after receiving written notice identifying such […***…] cure periodmaterial breach by Takeda, provided that no demand will be issued prior fails to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of ninety (90) days from the breach, which termination shall be effective immediately upon the expiration date of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured notice (or within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: ten (a10) Business Days notice in the event such material breach is solely based upon Takeda's failure to pay any amounts due Affymax hereunder); provided, that if such breach cannot be remedied within such 90-day period and Takeda has provided Affymax with a written plan, reasonably acceptable to Affymax, setting forth the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) activities to be in breach performed by Takeda to remedy such breach, then Affymax may not terminate this Agreement during such time (not to exceed an additional ninety (90) days) as Takeda is diligently pursuing the performance of the ReGenX Agreement, the applicable cure periods as set forth activities described in the ReGenX Agreement are shorter than those set forth in this Section 9.5plan; and provided, further, (b) that if such material breach relates solely to a particular country in the Licensed Territory, then Affymax may terminate this Agreement only with respect to such breach by Bayer described in the applicable country but may not terminate this Agreement with respect to any other countries. (a), Dimension ii) Takeda shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination have the right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall upon written notice to Affymax if Affymax, after receiving written notice identifying a material breach by Affymax of its obligations under this Agreement, fails to cure such material breach within ninety (90) days from the date of such notice (or within ten (10) Business Days notice in the event such material breach is solely based upon Affymax's failure to pay any amounts due Takeda hereunder); provided, that if such breach cannot be affected remedied within such 90-day period and Affymax has provided Takeda with a written plan, reasonably acceptable to Takeda, setting forth the activities to be performed by Affymax to remedy such breach, then Takeda may not terminate this Agreement during such time (not to exceed an additional ninety (90) days) as Affymax is diligently pursuing the performance of the activities described in any way by its waiver ofthe plan; and provided, or failure further, that if such material breach relates solely to take action a particular country in the Licensed Territory, then Takeda may terminate this Agreement only with respect toto the applicable country but may not terminate this Agreement with respect to any other countries. (iii) For clarity, if a Party elects not to exercise its rights to terminate this Agreement pursuant to this Section 13.2(b) for the other Party's uncured material breach, but instead elects to allow this Agreement to continue in effect, then the breaching Party shall continue to be liable to the other Party for any previous defaultbreach of representations, warranties, obligations or agreements made in this Agreement by such breaching Party, and the non-breaching Party shall be entitled to pursue legal and equitable remedies arising from such breach that are available to it.

Termination for Breach. Dimension In the event of payment default, the Contractor may terminate the Agreement for breach if the Customer has failed to settle overdue payments within sixty (60) calendar days of the Customer having received the Contractor's written notice pursuant to Clause 8.4. In the event of other material breach of contract, the Contractor may send the Customer a written notice stating that the Agreement will be terminated for breach unless the Customer has discontinued or cured the breach of contract within sixty (60) days after it received the notice. Termination for breach shall not take place if the Customer has discontinued the breach of contract situation before the expiry of the time limit. Damages The Contractor may claim damages in respect of any direct loss that can be reasonably attributed to the breach of contract, unless the Customer demonstrates that the breach of contract or the cause of the breach of contract is not attributable to the Customer. The limitation of damages provisions of the Agreement, as set out in Clause 11.5.6, shall apply correspondingly. Infringement of the intellectual property rights of third parties (defect in title) The risks and responsibilities of the parties in relation to defects in title Each party shall be responsible for ensuring that its deliverables do not infringe the copyrights or other intellectual property rights of third parties, and shall carry all risks in this respect. There is a defect in title if the deliverable entails such infringement. Third party claims If a third party asserts to one of the parties that the deliverables entail a defect in title, the other party shall be informed thereof as soon as possible. The responsible party shall deal with the claim at its own expense. The other party shall assist the relevant party with this task to a reasonable extent. The relevant party shall commence and complete the effort of curing defects in title without undue delay, by ensuring that the other party is able to use the deliverable as before, without infringing any third party rights, or providing a corresponding deliverable that does not infringe any third party rights Termination for breach A defect in title that is not cured, and that is of such a nature as to be of material importance to the other party, shall give the other party the right to terminate the Agreement for breach. Indemnification of loss resulting from a defect in title A party shall be fully indemnified in respect of any liability for damages imposed on it in relation to a third party and any legal costs incurred, (including the party’s own costs connected to dealing with the case), in connection with a defect in title. The party may also claim damages in respect of other loss pursuant to the provisions of Clauses 11.5.5, 11.5.6 and 12.5. Settlement upon termination for breach Upon termination for breach, the rights to specifications, software and documentation prepared under this Agreement shall be assigned to the Customer pursuant to Clause 10.2, and the Customer shall pay the agreed consideration for deliverables that had been delivered in a contractual manner prior to the date of termination for breach. If the breach of contract is of such a nature that the Customer draws little or no benefit from the items delivered, the Customer may elect, in connection with the termination for breach, to request the repayment of any consideration received by the Contractor under the Agreement, with the addition of interest, at the NIBOR rate plus one (1) percent, as of the date on which payment was made. In such case, Clause 10.2 shall not apply. The Customer shall be entitled, if Bayer necessary for the activities of the Customer, to utilise the deliverables as agreed also after the termination for breach, but shall as soon as possible find an alternative solution to replace the deliverables. If the termination for breach was caused by breach of contract on the part of the Customer, the Contractor may make continued utilisation conditional upon the Customer providing satisfactory collateral. Other provisions Risk The risk of damage to delivered software copies, etc., due to an accidental occurrence, shall pass from the Contractor to the Customer on the installation date. The Contractor is late responsible for maintaining insurance cover for the period up to this date. If delivered software copies are destroyed after the risk has passed to the Customer, the Customer shall nevertheless be entitled to new software copies in paying return for payment of the costs incurred by the Contractor in making these available. Insurance policies If the Customer is a public body, the Customer shall be self-insured. If the Customer is not self-insured, the Customer shall maintain insurance policies that are sufficient to Dimension satisfy such claims as the Contractor may bring on the basis of the risks and responsibilities assumed by the Customer pursuant to this Agreement, within the limits defined by ordinary insurance terms and conditions. The Contractor shall hold insurance policies that are sufficient, within the limits defined by ordinary insurance terms and conditions, to meet any milestones such claim from the Customer as may arise on the basis of the risks and responsibilities assumed by the Contractor pursuant to this Agreement. This obligation shall be deemed to be met if the Contractor takes out third party and business insurance on terms and conditions that are deemed to be ordinary within the Norwegian insurance industry. The Contractor shall, at the request of the Customer, explain and document those of the insurance policies of the Contractor that are of relevance to compliance with this provision. Assignment of rights and obligations To the extent that the Customer is a public body, the Customer may assign its rights and obligations under this Agreement to another public body. The body to which the rights and obligations are assigned shall be entitled to corresponding terms and conditions, provided that the rights and obligations under the Agreement are assigned jointly. The Contractor may only assign its rights and obligations under the Agreement with the written consent of the Customer. The same shall apply if the Contractor is merged with another company, de-merged into several companies, or royaltiesif assignment is to a subsidiary or another company within the same group. Consent shall not be unreasonably withheld. The right to consideration under this Agreement may be assigned freely. Such assignment shall not release the relevant party from its obligations and responsibilities. Bankruptcy, fees composition with creditors, etc. In the event of debt rescheduling proceedings, composition with creditors, bankruptcy, or any other monies due form of creditor intervention, in respect of the business of the Contractor, the Customer shall be entitled to terminate the Agreement for breach with immediate effect. Duty of care in relation to exports If any products, including spare parts, software and technology, delivered by the Contractor are subject to requirements for authorisation from the authorities in the country of origin and/or other countries, the Customer is responsible for obtaining such authorisations in the case of export or re-export of such products. Force majeure If an extraordinary situation should arise which is outside the control of the parties which makes performance of the duties under this AgreementAgreement impossible, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimensionwhich under Norwegian law must be classified as force majeure, which termination the other party shall be effective immediately upon the expiration notified of such […***…] cure period, provided that no demand will be issued prior to expiration this as soon as possible. The obligations of the due affected party shall be suspended for as long as the extraordinary situation prevails. The corresponding obligations of the other party shall be suspended for the same period. In force majeure situations, the other party may only terminate the Agreement for breach with the consent of the affected party, or if the situation prevails or is expected to prevail for more than ninety (90) calendar days as of the date for paymenton which the situation arose, and provided further in such case only with fifteen (15) calendar days’ notice. The parties shall, in connection with force majeure situations, have a mutual disclosure obligation towards each other concerning all matters that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if must be deemed relevant to the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination party. Such information shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (disclosed as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods soon as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultpossible.

Termination for Breach. Dimension If a Party materially breaches this Agreement, the non-breaching Party may provide the breaching Party with a written notice specifying the nature of the breach, and stating its intention to terminate this Agreement if Bayer such breach is late not cured. If (a) the material breach is with respect to a payment obligation and is not cured within a [***] day period after the alleged breaching Party has received written notice of termination, or (b) if the material breach relates to any obligation other than a payment obligation and is not cured by the allegedly breaching Party within [***] days after the receipt of such notice or if such other breach is curable but cannot be cured within the [***] day period, the allegedly breaching Party fails to commence actions during such period to cure such breach and thereafter fails to use diligent efforts to promptly cure such breach, or the allegedly breaching Party fails to dispute the alleged breach within such [***] -day period, then in paying each case the non-breaching Party shall be entitled, without prejudice to Dimension any milestones or royalties, fees or any of its other monies due rights under this Agreement, and Bayer does not pay Dimension in full addition to any other remedies available to it by law or in equity, to terminate this Agreement by providing written notice to the other Party. If the allegedly breaching Party in good faith disputes such material breach or the failure to cure or remedy such material breach such Party shall, within […***…] upon days of receipt of written demand notice from Dimensionthe other Party of termination (x) provide written notice of that dispute putting forward in reasonable detail the rationale for disputing the alleged breach to the notifying Party and (y) initiate arbitration procedures in accordance with Section 15.1, in which case, such termination shall not be effective immediately upon the expiration of such until […***…] cure perioddays after the arbitration award determining that the conditions for termination of this Section 12.2.3 are met; provided, provided that no demand will be issued prior to expiration of that, the due date for payment, and provided further that Bayer breach is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure cured within such material breach within […***…] after written notice of day period and during the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability pendency of any kind arising from a breach or termination of such arbitration the ReGenX Agreement attributable to Bayer’s exercise of its rights Parties shall continue performing their respective obligations, and exercising their respective rights, under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure Parties hereby agree to take action with respect to, any previous defaultsuch steps as may be reasonably necessary to complete such arbitration process as expeditiously as possible given the circumstances.

Termination for Breach. Dimension (a) Upon any breach of, or default under, any material provision of this Agreement by Barrier with respect to a `683 Product, JJCC may terminate this Agreement if Bayer is late in paying with respect to Dimension any milestones or royalties, fees or any other monies due under this Agreement, the `683 Patent Rights and Bayer does not pay Dimension in full within […***…] upon the JJCC Know-How relating to the Sebderm Product by giving ninety (90) days written demand from Dimension, which termination notice to Barrier. Said notice shall be become effective immediately upon at the expiration end of such […***…] cure period, provided that no demand unless during said period Barrier shall cure such breach or default. ** Certain information in these exhibits has been omitted and will be issued prior filed separately with the Securities and Exchange Commission pursuant to expiration a confidential treatment request. (b) Upon any breach of, or default under, any material provision of this Agreement by JJCC with respect to a `683 Product, Barrier may terminate JJCC's rights under Section 5 with respect to such `683 Product by giving ninety (90) days written notice to JJCC. Said notice shall become effective at the due date for paymentend of such period, and provided further that Bayer is not disputing on unless during said period, JJCC shall cure such breach or default. (c) Upon any breach of, or default under, any material provision of this Agreement by Barrier with respect to a bona fide basis that a payment is due. Either Party `932 Product, JJCC may terminate this AgreementAgreement with respect to the `932 Patent Rights and the JJCC Know-How relating to the Diaper Dermatitis Product by giving ninety (90) days written notice to Barrier. Said notice shall become effective at the end of such period, if the other Party materially breaches unless during said period Barrier shall cure such breach or default. (other than nonpaymentd) Upon any breach of, or default under, any material provision of this Agreement and does not by JJCC with respect to a `932 Product, Barrier may terminate JJCC's rights under Section 5 with respect to such `932 Product by giving ninety (90) days written notice to JJCC. Said notice shall become effective at the end of such period unless during said period, JJCC shall cure such material breach within […***…] after written notice or default. (e) The rights of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those non-breaching party set forth in this Section 9.5; 11.2 shall be in addition to, and further, (b) with respect to such breach by Bayer described not in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver lieu of, any other remedies to which the non-breaching party may be entitled at law or failure to take action with respect to, any previous defaultequity.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if Agreement for a material breach or default by the other Party materially breaches by giving the breaching Party written notice, specifying the breach or default, and giving the breaching Party thirty (other than nonpayment30) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort days to cure such breach or default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubtdoubt either Party may terminate with respect to any individual Product which termination shall not effect the viability of the Agreement with respect to any remaining Products. If the breach or default has not been cured within thirty (30) days after the receipt of such notice the Non-Defaulting Party shall be entitled, Bayer without prejudice, to terminate this Agreement; provided, however, that if such breach or default reasonably cannot be cured within such 30 day period, then upon the mutual agreement of the Parties the Defaulting Party may be granted an additional period of time during which it shall exercise reasonably diligent efforts to cure such breach, and the Non-Defaulting Party shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party permitted to terminate this Agreement under this Section during any such mutually agreed extended cure period. Termination for breach or default will have no effect on performance obligations or amounts to be paid which have accrued up to the effective date of such termination. Customer acknowledges that it is aware that in May 2011 and November 2011, BVL’s manufacturing facility was inspected by the United States Food and Drug Administration and by the European Medicines Agency in March 2011 and November 2011. Customer further acknowledges that each of these inspections resulted in observations from the regulatory authority citing deviations from current Good Manufacturing Practices. Customer acknowledges The European Medicines Agency and the Therapeutic Goods Administration have issued BVL short-dated, restricted GMP licenses. Customer further acknowledges that it is aware BVL voluntarily suspended manufacturing at its site as herein of November 2011. Customer has reviewed the records of inspection from the above provided mentioned regulatory authorities as well as BVL’s corrective action responses to the regulatory agencies and is satisfied that the corrective actions set forth in BVL’s corrective action plan should rectify the cGMP issues at the manufacturing facility that directly or indirectly affect Customer’s Product. Based on the foregoing, Customer acknowledges that the cGMP issues set forth above, as well as any prior deviations from cGMP by BVL, shall not be affected in constitute grounds for a claim of any way by its waiver ofbreach of this Agreement, or failure and Customer specifically waives any right to take action with respect to, claim any previous defaultbreach under this Agreement based on any such prior deviations from cGMP.

Termination for Breach. Dimension may terminate this Agreement if Bayer In the event a Party (“Breaching Party”) is late in paying to Dimension material breach of any milestones or royalties, fees or any other monies due of its obligations under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimensionincluding under Section 9, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment“Non-Breaching Party”) shall have the right to terminate this Agreement and does not cure in its entirety in accordance with this Section 18.2.1; provided that, if such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is does not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making constitute a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in material breach of the ReGenX Agreement, the applicable cure periods as payment obligations set forth in Article 9 and relates solely to a specific Product, Non-Exclusive Research Target, Exclusive Research Target or Development Target, then the ReGenX Non-Breaching Party shall have the right to terminate this Agreement are shorter than those set forth in this Section 9.5; and further, (b) solely with respect to such breach by Bayer described Product, Non-Exclusive Research Target, Exclusive Research Target or Development Target in (a), Dimension accordance with this Section 18.2.1. The Non-Breaching Party shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior provide written notice to the Breaching Party, which notice shall identify the breach and the Products, Non-Exclusive Research Targets, Exclusive Research Targets or Development Targets to which such breach relates. The Breaching Party shall have a period of […***…] after such written notice is provided (“Peremptory Notice Period”) to cure period given such breach. If the Breaching Party has a bona fide dispute as to Bayer abovewhether such breach has occurred or has been cured, it will so notify the Non-Breaching Party in writing, and the Peremptory Notice Period shall be tolled until such dispute is resolved pursuant to Section 19.2. For the avoidance Upon a final determination of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action cure, the Breaching Party shall have the remainder of the Peremptory Notice Period to cure such breach. If such breach is not cured within the Peremptory Notice Period, then the Non-Breaching Party may provide the Breaching Party with a written notice of termination specifying the Products, Non-Exclusive Research Targets, Exclusive Research Targets or Development Targets with respect toto which the Agreement is terminating, any previous defaultwhich termination will be effective as of the date such written notice is received by the Breaching Party; provided, however, that if such breach is not reasonably curable within such [***] period and the Breaching Party is using good faith efforts to cure such breach during such [***] period, then the Breaching Party will have an additional [***] to cure such breach.

Termination for Breach. Dimension If a party breaches a material term or condition of this Wireless Attachment Agreement, the non-breaching party may terminate this Wireless Attachment Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon after at least 30 days has expired since it has given the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either breaching Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breachnature of the breach and its intention to terminate, which termination shall provided that the breaching party does not cure the claimed breach within such 30 day period or within such longer period as may be effective immediately upon provided in the expiration of written notice from the non-breaching party. If the breach has not been cured within such […***…] cure period30 day period or within such longer period as may be provided in the first written notice from the non-breaching party, the non-breaching party may send a second written notice to the breaching party notifying the breaching party that this Agreement, or the applicable portions thereof, is terminated. Notwithstanding the foregoing, Central ▇▇▇▇▇▇ may terminate on shorter notice than provided above and/or without any opportunity by Licensee to cure if Licensee’s Wireless Facilities interfere with Central ▇▇▇▇▇▇'▇ Public Utility Purposes. For purposes of this Wireless Attachment Agreement, breach of a material term or condition by Licensee shall include, but not be limited to: i) Any breach of a condition or obligation for which this Wireless Attachment Agreement states that Licensee’s occupancy may be terminated; ii) Failure by Licensee to pay the default is not reasonably capable Attachment Rate charges, late payment charges and any other applicable charges, in accordance with the terms of the Wireless Attachment Agreement; iii) Licensee’s Wireless Facilities being cured within the […***…] cure period constructed, installed, operated, repaired or maintained in violation of any law or in aid of any unlawful act or undertaking; iv) Licensee’s occupying Central ▇▇▇▇▇▇ Facilities without first obtaining authorization from Central ▇▇▇▇▇▇ to so occupy or Licensee’s occupying of Central ▇▇▇▇▇▇ Facilities with any Unlicensed Facilities; v) Licensee’s failure to abide by the defaulting Party Operating Procedures, Central ▇▇▇▇▇▇ procedures, polices and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) any other requirement contained in the event Wireless Attachment Agreement; vi) Licensee’s assigning, sub-licensing, subletting or transferring all or a portion of the nature Wireless Attachment Agreement to others without Central ▇▇▇▇▇▇’▇ prior, express written consent, where required under the Wireless Attachment Agreement; vii) Licensee's dissolving or being liquidated or admitting in writing its inability to pay its debts as they become due, or failing to lift an execution, garnishment or attachment of a breach by Bayer causes Dimension (such consequence as will impair the Licensee's ability to perform substantially its obligations pursuant to this Wireless Attachment Agreement, or committing any act of bankruptcy or being adjudicated as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver ofbankrupt, or making an assignment for the benefit of creditors, or entering into an agreement of composition with its creditors; and viii) Licensee’s failure to take action with respect to, any previous defaultprovide or maintain the requisite security required under Section 10 of these Standard Terms and Conditions.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension a. If Lessee breaches any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for paymentmaterial terms, covenants, or conditions contained in this Lease and said breach, except as provided further that Bayer is in Subsections 19(b) and 19(c) herein, has not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if been cured to the other Party materially breaches satisfaction of the Division within sixty (other than nonpayment60) this Agreement and does not cure such material breach within […***…] days after written notice of such breach has been personally served or mailed by certified mail to Lessee and any assignee of this Lease for security purposes of which the Division has been previously notified by certified mail, the Division may commence an action for forfeiture of Lessee's interest in this Lease. b. If a material breach, except as provided in Subsection 19(c) herein, cannot be reasonably cured within sixty (60) days of the written notice, Lessee shall notify the Division within fourteen (14) calendar days of its receipt of the written notice that the breach cannot be cured within sixty (60) days and shall notify the Division of Lessee's timetable to cure the breach. The timetable for cure is subject to Division approval, which termination approval shall not be effective immediately upon unreasonably withheld. Lessee shall commence to cure the expiration breach within thirty (30) days of the notice of breach and shall proceed diligently and in good faith to continue to cure the breach to the satisfaction of the Division. c. If Lessee shall fail to timely pay the Annual Rent and said failure is not cured within ten (10) days after written notice of such […***…] cure periodfailure has been personally served or mailed by certified mail to Lessee and any assignee of this Lease for security purposes of which the Division has been previously notified by certified mail, the Division may initiate an action for forfeiture of Lessee's interest in this Lease. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making If a good faith effort attempt to pay the Annual Rent is made and the payment is deficient solely due to the amount paid being less than the amount actually due, Lessee shall have thirty (30) days to cure such defaultdefault after notice is given as described in this Section. d. Notice of breach or failure under this Section shall specify the default and the applicable Lease provision(s) and shall demand that Lessee cure the default to the satisfaction of the Division within the applicable timeframe. e. Except when the breach is the failure to pay the Annual Rent, Lessee may request, in writing, a hearing within fourteen (14) calendar days of Lessee's receipt of a notice of breach. Upon receipt of Lessee's request for a hearing, the time to cure period the breach or breaches cited as the cause for proposed action for forfeiture of the interest in this Lease shall be extended by no more than […***…]until the Director issues a final decision on the proposed action for forfeiture of Lessee's interest in this Lease. Bayer acknowledges and understands that: Such extension shall not affect Lessee's obligation to proceed to cure any violation or any other responsibilities, obligations, or performance under this Lease or any other permit or authorization affecting the Millsite Area. f. The Division will hold the hearing provided for above in subsection (ae) in the event the nature of a breach by Bayer causes Dimension within ten (as a sublicensor hereunder10) to be in breach business days of the ReGenX AgreementDivision's receipt of Lessee's request unless mutually agreed otherwise by the parties. The hearing shall be conducted informally and recorded electronically. The parties may appear in person or through counsel, present evidence and witnesses in their own behalf, and cross- examine opposing witnesses. The Director's decision may be appealed pursuant to 11 AAC 02 et seq. g. Upon termination or forfeiture of this Lease, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in parties shall be relieved of further rights, obligations, and liabilities under this Section 9.5; Lease except for rights, obligations, and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs liabilities incurred or accrued prior to the […***…] cure period given to Bayer abovedate of termination or forfeiture. For the avoidance The termination or forfeiture of doubt, Bayer this Lease shall not be liable affect Lessee's obligations under the Plan of Operations or otherwise responsible any other plan of operations, the Reclamation Plan, or any other permit, lease, or authorization issued by the Division or other agency of federal, state, or local government. If this Lease is terminated prior to Dimension for any losscompletion of Reclamation, costs, expenses, damages or liability of any kind arising from a breach or termination Lessee shall complete the requirements of the ReGenX Agreement attributable Plan of Operations or other approved plans of operations, the Reclamation Plan, and such other requirements as the Division may reasonably require to Bayer’s exercise protect the health, safety, and welfare of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultthe public.

Termination for Breach. Dimension may (a) In the event of a material breach of this Agreement, the non-breaching party shall be entitled to terminate this Agreement by written notice to the breaching party, if Bayer such breach is late not cured within ninety (90) days after written notice is given by the nonbreaching party to the breaching party specifying the breach. (b) Notwithstanding Section 8.2(a), in paying to Dimension any milestones or royalties, fees or any the event of a bonafide good faith dispute regarding whether in fact a breach has occurred (other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimensionthan a dispute regarding an alleged breach by Company of Article 11 (Use of Names), which termination for clarity shall not be effective immediately upon subject to the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreementfollowing), if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) party alleged to be in breach of a material obligation or provision of this Agreement disputes such breach within the ReGenX Agreementapplicable ninety (90) day period, the applicable cure periods parties shall submit the dispute to a single arbitrator from the American Arbitration Association (“AAA”) for a preliminary, non-binding determination, within sixty (60) days of the submission of the matter to arbitration, as set forth to whether it was more likely than not that a material obligation or provision of this Agreement was breached. Such arbitration shall be conducted in New York City in the ReGenX Agreement are shorter than those State of New York pursuant to the commercial arbitration rules of the AAA, as modified by the procedures set forth in this Section 9.58.2(b). The arbitrator shall be selected by mutual agreement of the parties; provided, [***] Certain information in this document has been omitted and further, (b) filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. however, that if the parties cannot agree on an arbitrator within five days of a party’s request for a determination under this Section 8.2(b) as to whether a breach of a material obligation or provision of this Agreement has occurred, the arbitrator shall be selected by the AAA. If the arbitrator determines that it is more likely than not that the asserted breach was a breach of a material obligation or provision of this Agreement and the breaching party fails to cure such alleged breach within thirty (30) days after such determination, the non-breaching party may terminate this Agreement forthwith by Bayer described in (a)written notice to the other party. If on the other hand, Dimension the arbitrator determines that it is more likely than not that the asserted breach was not a breach of a material obligation or provision of this Agreement, the non-breaching party shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination have the right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall unless and until it has been finally determined by a court of competent jurisdiction that a material obligation or provision of this Agreement has been breached and the breaching party fails to cure such breach within thirty (30) days after such determination. It is understood that a determination by the arbitrator in accordance with this Article 8.2(a) will not be affected binding on the parties as to whether the disputed activity was in fact a breach of a material obligation or provision of this Agreement and shall apply only to determine whether or not the cure period should be tolled as provided in this Article 8.2(a). In any way case, a final determination of whether a breach of a material obligation or provision of this Agreement has occurred shall be determined only by its waiver of, or failure to take action with respect to, any previous defaulta court of competent jurisdiction.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if Agreement for a material breach or default by the other Party materially breaches by giving the breaching Party written notice, specifying the breach or default, and giving the breaching Party thirty (other than nonpayment30) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort days to cure such breach or default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubtdoubt either Party may terminate with respect to any individual Product which termination shall not affect the viability of the Agreement with respect to any remaining Products. If the breach or default has not been cured within thirty (30) days after the receipt of such notice the non-defaulting Party shall be entitled, Bayer without prejudice, to terminate this Agreement; provided, however, that if such breach or default reasonably cannot be cured within such 30 day period, then upon the mutual agreement of the Parties the defaulting Party may be granted an additional period of time during which it shall exercise reasonably diligent efforts to cure such breach, and the non-defaulting Party shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party permitted to terminate this Agreement under this Section during any such mutually agreed extended cure period. Termination for breach or default will have no effect on performance obligations or amounts to be paid which have accrued up to the effective date of such termination. Customer’s failure to make timely payments hereunder following notice of non-payment as herein required in this section 12.3 shall constitute a breach. Customer acknowledges that it is aware that in May 2011 and November 2011, BVL’s manufacturing facility was inspected by the United States Food and Drug Administration and by the European Medicines Agency in March 2011 and November 2011. Customer further acknowledges that each of these inspections resulted in observations from the regulatory authority citing deviations from current Good Manufacturing Practices. Customer acknowledges The European Medicines Agency and the Therapeutic Goods Administration have issued BVL short-dated, restricted GMP licenses. Customer further acknowledges that it is aware BVL voluntarily suspended manufacturing at its site as of November 2011. Customer has reviewed the records of inspection from the above provided mentioned regulatory authorities as well as BVL’s corrective action responses to the regulatory agencies and is satisfied that the corrective actions set forth in BVL’s corrective action plan should rectify the cGMP issues at the manufacturing facility that directly or indirectly affect Customer’s Products. Based on the foregoing, Customer acknowledges that the cGMP issues set forth above, as well as any prior deviations from cGMP by BVL, shall not be affected in constitute grounds for a claim of any way by its waiver ofbreach of this Agreement, or failure and Customer specifically waives any right to take action with respect to, claim any previous defaultbreach under this Agreement based on any such prior deviations from cGMP.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension a. If Lessee shall breach any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for paymentmaterial terms, covenants, or conditions contained in this Lease and said breach, except as provided further that Bayer is in Subsections 19(b) and 19(c) herein, shall not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if be cured to the other Party materially breaches satisfaction of the Division within sixty (other than nonpayment60) this Agreement and does not cure such material breach within […***…] days after written notice of such breach has been personally served or mailed by certified mail to Lessee and any assignee of this Lease for security purposes of which the Division has been previously notified by certified mail, the Division may commence an action for forfeiture of Lessee's interest in this Lease. b. If a material breach, except as provided in Subsection 19(c) herein, cannot be reasonably cured within sixty (60) days of the written notice, Lessee shall notify the Division within fourteen (14) calendar days of its receipt of the written notice that the breach cannot be cured within sixty (60) days and shall notify the Division of Lessee's timetable to cure the breach. The timetable for cure is subject to Division approval, which termination approval shall not be effective immediately upon unreasonably withheld. Lessee shall commence to cure the expiration breach within thirty (30) days of the notice of breach, and shall proceed diligently and in good faith to continue to cure the breach to the satisfaction of the Division. c. If Lessee shall fail to timely pay the Annual Rent and said failure is not cured within ten (10) days after written notice of such […***…] cure periodfailure has been personally served or mailed by certified mail to Lessee and any assignee of this Lease for security purposes of which the Division has been previously notified by certified mail, the Division may initiate an action for forfeiture of ▇▇▇▇▇▇'s interest in this Lease. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making If a good faith effort attempt to pay the Annual Rent is made and the payment is deficient solely due to the amount paid being less than the amount actually due, Lessee shall have thirty (30) days to cure such defaultdefault after notice is given as described in this Section. d. Notice of breach or failure under this Section shall specify the default and the applicable Lease provision(s) and shall demand that Lessee cure the default to the satisfaction of the Division within the applicable timeframe. e. Except when the breach is the failure to pay the Annual Rent, Lessee may request, in writing, a hearing within fourteen (14) calendar days of ▇▇▇▇▇▇'s receipt of a notice of breach. Upon receipt of ▇▇▇▇▇▇'s request for a hearing, the time to cure period the breach or breaches cited as the cause for proposed action for forfeiture of the interest in this Lease shall be extended by no more than […***…]until the Director issues a final decision on the proposed action for forfeiture of ▇▇▇▇▇▇'s interest in this Lease. Bayer acknowledges and understands that: Such extension shall not affect Lessee's obligation to proceed to cure any violation or any other responsibilities, obligations, or performance under this Lease or any other permit or authorization affecting the Millsite Area. f. The Division will hold the hearing provided for above in subsection (ae) in the event the nature of a breach by Bayer causes Dimension within ten (as a sublicensor hereunder10) to be in breach business days of the ReGenX AgreementDivision's receipt of ▇▇▇▇▇▇'s request unless mutually agreed otherwise by the parties. The hearing shall be conducted informally and recorded electronically. The parties may appear in person or through counsel, present evidence and witnesses in their own behalf, and cross-examine opposing witnesses. The Director's decision may be appealed pursuant to 11 AAC 02 et seq. g. Upon termination or forfeiture of this Lease, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in parties shall be relieved of further rights, obligations, and liabilities under this Section 9.5; Lease except for rights, obligations, and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs liabilities incurred or accrued prior to the […***…] cure period given to Bayer abovedate of termination or forfeiture. For the avoidance The termination or forfeiture of doubt, Bayer this Lease shall not be liable affect Lessee's obligations under the Plan of Operations or otherwise responsible any other plan of operations, the Reclamation Plan, or any other permit, lease, or authorization issued by the Division or other agency of federal, state, or local government. If this Lease is terminated prior to Dimension for any losscompletion of Reclamation, costs, expenses, damages or liability of any kind arising from a breach or termination Lessee shall complete the requirements of the ReGenX Agreement attributable Plan of Operations or other approved plans of operations, the Reclamation Plan, and such other requirements as the Division may reasonably require to Bayer’s exercise protect the health, safety, and welfare of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultthe public.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default.

Termination for Breach. Dimension may (i) Affymax shall have the right to terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimensionnotice to Takeda if Takeda, which termination shall be effective immediately upon the expiration of after receiving written notice identifying such […***…] cure periodmaterial breach by Takeda, provided that no demand will be issued prior fails to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of ninety (90) days from the breach, which termination shall be effective immediately upon the expiration date of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured notice (or within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: ten (a10) Business Days notice in the event such material breach is solely based upon Takeda’s failure to pay any amounts due Affymax hereunder); provided, that if such breach cannot be remedied within such 90-day period and Takeda has provided Affymax with a written plan, reasonably acceptable to Affymax, setting forth the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) activities to be in breach performed by Takeda to remedy such breach, then Affymax may not terminate this Agreement during such time (not to exceed an additional ninety (90) days) as Takeda is diligently pursuing the performance of the ReGenX Agreement, the applicable cure periods as set forth activities described in the ReGenX Agreement are shorter than those set forth in this Section 9.5plan; and provided, further, (b) that if such material breach relates solely to a particular country in the Licensed Territory, then Affymax may terminate this Agreement only with respect to such breach by Bayer described in the applicable country but may not terminate this Agreement with respect to any other countries. (a), Dimension ii) Takeda shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination have the right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall upon written notice to Affymax if Affymax, after receiving written notice identifying a material breach by Affymax of its obligations under this Agreement, fails to cure such material breach within ninety (90) days from the date of such notice (or within ten (10) Business Days notice in the event such material breach is solely based upon Affymax’s failure to pay any amounts due Takeda hereunder); provided, that if such breach cannot be affected remedied within such 90-day period and Affymax has provided Takeda with a written plan, reasonably acceptable to Takeda, setting forth the activities to be performed by Affymax to remedy such breach, then Takeda may not terminate this Agreement during such time (not to exceed an additional ninety (90) days) as Affymax is diligently pursuing the performance of the activities described in any way by its waiver ofthe plan; and provided, or failure further, that if such material breach relates solely to take action a particular country in the Licensed Territory, then Takeda may terminate this Agreement only with respect toto the applicable country but may not terminate this Agreement with respect to any other countries. (iii) For clarity, if a Party elects not to exercise its rights to terminate this Agreement pursuant to this Section 13.2(b) for the other Party’s uncured material breach, but instead elects to allow this Agreement to continue in effect, then the breaching Party shall continue to be liable to the other Party for any previous defaultbreach of representations, warranties, obligations or agreements made in this Agreement by such breaching Party, and the non-breaching Party shall be entitled to pursue legal and equitable remedies arising from such breach that are available to it.

Termination for Breach. Dimension (a) If either Party believes that the other is in material breach of this A-R Agreement (including, without limitation, a breach relating to the failure to use Diligent Efforts or commercially reasonable efforts), 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 such Party would consider to be an acceptable cure of 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 is reasonably sufficient to effect a cure. 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. (b) If the Party receiving notice of breach fails to cure such breach within the ninety (90) day period, or the Party providing the notice reasonably determines that the proposed corrective plan or the actions being taken to carry it out are not commercially practicable, the Party originally delivering the notice may declare a breach hereunder upon thirty (30) days advance written notice and, at its option, give notice of termination of this A-R Agreement. If such breach pertains solely to the failure of a Party to use Diligent Efforts or commercially reasonable efforts, as applicable, in a given country or countries, such breach shall be subject to Section 12.3. Any other material breach shall be subject to Section 12.4, below. (c) If a Party gives notice of breach or termination under this Section 12.2 (including, without limitation, a notice relating to the failure to use Diligent Efforts or commercially reasonable efforts) and the other Party disputes whether such notice and termination are proper, then the issue of whether such notice is effective or whether this A-R Agreement has been terminated shall be resolved in accordance with Article 14. If as a result of such dispute resolution process it is determined that the notice of breach or termination was proper, then such notice shall be deemed effective on the day following the date of final resolution of the issue under Article 14 and the cure period provided hereby shall commence as of the date of such determination. If as a result of such dispute resolution process it is determined that the notice of breach or termination was improper, then such notice shall have no effect. (d) Notwithstanding any other provision of this A-R Agreement to the contrary, Millennium shall have no right to terminate this A-R Agreement if Bayer Schering is late in paying the breaching Party and such breach pertains solely to Dimension Schering's failure to use Diligent Efforts to develop INTEGRILIN Products, including, without limitation, any milestones or royaltiesobligation to perform the Early ACS Study, fees the Add On Studies or any other monies due registration study under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultClinical Development Plan.

Termination for Breach. Dimension A Party (“Non-Breaching Party”) shall have the right to terminate this Agreement in its entirety or on a country-by-country or Product-by-Product basis in the event the other Party (“Breaching Party”) is in breach of any of its material obligations under this Agreement. The Non-Breaching Party shall provide written notice to the Breaching Party, which notice shall identify the breach and, if applicable, the affected countries in which, and the affected Products with respect to which, the Non-Breaching Party intends to have this Agreement terminate. The Breaching Party shall have a period of […***…] after such written notice is provided (“Peremptory Notice Period”) to cure such breach. If the Breaching Party has a dispute as to whether such breach occurred or has been cured, it will so notify the Non-Breaching Party, and the expiration of the Peremptory Notice Period shall be tolled until the Parties agree or the arbitrators have determined in accordance with Section 19.3 that this Agreement was materially breached. It is understood and acknowledged that, 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 perform all of their respective obligations under this Agreement. Upon such agreement or determination of material breach or failure to cure, the Breaching Party may have the remainder of the Peremptory Notice Period to cure such breach. If such breach is not cured within the Peremptory Notice Period, then, absent withdrawal of the Non-Breaching Party’s request for termination, this Agreement shall terminate in accordance with the written notice provided by the Non-Breaching Party and such termination shall be effective as of the expiration of the Peremptory Notice Period. For clarity, (a) Roche may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this AgreementSection 17.2.2 if there is a material diminution in the Quality Standards, except as permitted under Section 2.3, or if FMI is unwilling or unable to fulfill its obligations under - 42 - ***Confidential Treatment Requested*** Section 7.5.2, and Bayer does not pay Dimension (b) FMI may terminate this Agreement under this Section 17.2.2 if Roche is unwilling or unable to fulfill its obligations under Section 7.6.1 and FMI may terminate this Agreement on a country-by-country basis in full the event of a Territory Revision Event. Notwithstanding the foregoing, Roche may terminate this Agreement under this Section 17.2.2 if a Material Average Delivery Time Failure or Material Performance Standards Failure occurs by providing written notice to FMI within […***…] upon written demand from Dimensionof such Material Average Delivery Time Failure or Material Performance Standards Failure, which termination and no cure period as provided under this Section 17.2.2 shall be effective immediately upon the expiration of applicable for such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaulttermination.

Termination for Breach. Dimension The Council may terminate the Contract in whole or part with immediate effect by the service of written notice on the Contractor in the following circumstances: if the Contractor is in breach of any material obligation under the Contract provided that if the breach is capable of remedy, the Council may only terminate the Contract under this Condition 28.1 if the Contractor has failed to remedy such breach within 28 days of receipt of notice from the Council (a Remediation Notice) to do so; if the Contractor repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; if a Catastrophic Failure has occurred; if a Serious Safeguarding Concern has occurred; if a resolution is passed or an order is made for the winding up of the Contractor (otherwise than for the purpose of solvent amalgamation or reconstruction) or the Contractor becomes subject to an administration order or a receiver or administrative receiver is appointed over or an encumbrancer takes possession of any of the Contractor’s property or equipment; if the Contractor ceases or threatens to cease to carry on business in the United Kingdom; if there is a change of control (as defined in section 1124 of the Corporation Tax Act 2010) of the Contractor to which the Council reasonably objects. [this agreement has been subject to a substantial variation which would have required a new procurement procedure in accordance with regulation 72(9) of the Public Contracts Regulations 2015; the Contractor was, at the time when this agreement was awarded, in one of the situations referred to in regulation 57(1) of the Public Contracts Regulations 2015, including as a result of the application of regulation 57(2), and therefore should not have been awarded this agreement; any competent court makes an award for ineffectiveness of this agreement under the Public Contracts Regulations 2015; or this agreement should not have been awarded to the Contractor in view of a serious infringement of the obligations of the Treaty on European Union, the TFEU or the Public Contracts Directive 2014 hat has been declared by the Court of Justice of the European Union under a procedure under Article 258 of TFEU.] [DN: These last 4 sub-clauses can be removed if the services contract is below threshold] The Council may terminate the Contract in accordance with the provisions of Condition 29, Condition 30, Condition 31 and Condition 32. [Without prejudice to any other right or remedy that the Council may have under the Contract, if the Council considers the Contractor is in breach of its obligations under Condition 13 then the Council will follow the Safeguarding Suspension Procedure described in Part 2 of Schedule 7 (Safeguarding Children and Vulnerable Adults).] If the Contract is terminated by the Council for cause such termination shall be at no loss or cost to the Council and the Contractor indemnifies the Council against any such losses or costs which the Council may suffer as a result of any such termination for cause. The rights of the Council under this Condition 28 are in addition to and without prejudice to any other rights the Council may have whether against the Contractor directly under this Contract or at law. The Contractor may terminate the Contract in the event that the Council commits a Termination Payment Default by giving 30 days’ written notice to the Council. If the Council remedies the Termination Payment Default in the 30 day notice period, the Contractor’s notice to terminate the Contract shall be deemed to have been withdrawn. TERMINATION ON NOTICE Without affecting any other right or remedy available to it,the Council may terminate the Contract in whole or in part at any time by giving three months’ written notice to the Contractor. UNFORESEEN EVENTS Neither party shall be liable to the other for any delay or failure in performing its obligations under the Contract to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable, provided that the Contractor shall use all reasonable endeavours to cure any such events or circumstances and resume performance under the Contract. If any events or circumstances prevent the Contactor from carrying out its obligations under the Contract for a continuous period of more than 40 Working Days, the Council may terminate this Agreement Contract immediately by giving written notice to the Contractor. PREVENTION OF BRIBERY The Contractor undertakes to the Council that: it will not engage in any activity, practice or conduct which would constitute an offence under the Bribery Act; it has, or, if Bayer is late in paying to Dimension any milestones or royaltiesit has not, fees or any other monies due under this Agreementit will promptly implement, and Bayer does not pay Dimension will maintain in full within […***…] upon written demand place, “Adequate Procedures”, as referred to in section 7(2), Bribery Act and any guidance issued by the Secretary of State under section 9, Bribery Act, to prevent any Associated Person (as defined by section 8, Bribery Act) from Dimensionundertaking any conduct that would give rise to an offence under section 7, which termination shall be effective immediately upon Bribery Act; and from time to time, at the expiration reasonable request of the Council, it will confirm in writing that it has complied with its undertaking under Condition 31.1(a) and Condition 31.1(b) and will provide any information reasonably requested by the Council in support of such […***…] cure periodcompliance. A breach of this Condition 31 shall entitle the Council to terminate the Contract by giving written notice to the Contractor and such notice shall specify the date of termination. ANTI-SLAVERY AND HUMAN TRAFFICKING LAWS AND POLICIES In performing its obligations under the agreement, provided the Contractor shall: comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery ▇▇▇ ▇▇▇▇; comply with the Anti-Slavery Policy; not engage in any activity, practice or conduct that no demand will be issued prior to expiration would constitute an offence under sections 1, 2 or 4, of the due date for paymentModern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK; and provided further include in its contracts with its direct Sub-Contractors and suppliers anti-slavery and human trafficking provisions that Bayer is not disputing on are at least as onerous as those set out in this Condition 32. The Contractor shall indemnify the Council against any losses incurred by, or awarded against, the Council as a bona fide basis that a payment is dueresult of any breach of the Anti-slavery Policy or the Modern Slavery ▇▇▇ ▇▇▇▇. Either Party The Council may terminate this Agreement, agreement with immediate effect by giving written notice to the Contractor if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making Contractor commits a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, Anti-Slavery Policy or the applicable cure periods as set forth Modern Slavery ▇▇▇ ▇▇▇▇. CONSEQUENCES OF TERMINATION On the expiry of the Term or if the Contract is terminated in the ReGenX Agreement are shorter than those set forth whole or in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible part for any termination by ReGenX through exercise reason the Contractor shall co-operate fully with the Council to ensure an orderly migration of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior Services to the […***…] cure period given to Bayer aboveCouncil or, at the Council’s request, a Replacement Contractor. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or On termination of the ReGenX Agreement attributable Contract the Contractor shall procure that all data and other material belonging to Bayerthe Council shall be delivered to the Council forthwith and the Contractor’s exercise of its rights under Authorised Representative shall certify full compliance with this AgreementCondition. The right provisions of either Party to terminate Condition 22 (Indemnities and Insurance), Condition 23 (Freedom of Information), Condition 24 (Data Protection), Condition 25 (Confidentiality), Condition 26 (Audit), Condition 28 (Termination for Breach) and this Agreement as herein above provided Condition 33 (Consequences of termination) shall not be affected in any way by its waiver of, survive termination or failure to take action with respect to, any previous defaultexpiry of the Contract.

Termination for Breach. Dimension may Subject to the terms and conditions of this Section 16.2 (Termination for Breach), a Party (the “Non-Breaching Party”) will have the right, in addition to any other rights and remedies, to terminate this Agreement in its entirety in the event the other Party (the [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. “Breaching Party”) is in material breach of any of its obligations under this Agreement. The Non-Breaching Party will first provide written notice to the Breaching Party, which notice will identify with particularity the alleged breach and state the Non-Breaching Party’s intent to terminate this Agreement if Bayer such breach is late in paying not cured. With respect to Dimension material breaches of any milestones or royaltiespayment provision hereunder, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within the Breaching Party will have a period of […***…] upon after such written demand from Dimensionnotice is provided to cure such breach. With respect to all other breaches, which termination shall be effective immediately upon the expiration Breaching Party will have a period of such […***…] cure period, provided that no demand will be issued prior after the Non-Breaching Party provides written notice to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if a Non-Breaching Party provides notice to the default is not reasonably capable Breaching Party pursuant to this Section 16.2 (Termination for Breach) of being cured within the […***…] cure period an alleged material breach by the defaulting Party such Breaching Party, and such defaulting Non-Breaching Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, provides notice during the applicable cure periods as period set forth above that such Non-Breaching Party disputes the basis for termination pursuant to this Section 16.2 (Termination for Breach) and initiates the dispute resolution procedure set forth in Article 17 (Dispute Resolution; Governing Law) during the ReGenX Agreement are shorter than those applicable cure period, then the cure periods set forth in this Section 9.516.2 (Termination for Breach) for the alleged material breach will run from the date that such written notice is first provided to the Breaching Party through the resolution of such dispute pursuant to Article 17 (Dispute Resolution; Governing Law) and furtherit is understood and acknowledged that, during the pendency of a dispute pursuant this Section 16.2 (b) with respect to such breach by Bayer described in (aTermination for Breach), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination all of the ReGenX terms and conditions of this Agreement attributable will remain in effect, and the Parties will continue to Bayer’s exercise perform all of its rights their respective obligations under this Agreement. The right of waiver by either Party to terminate of any breach of any term or condition of this Agreement as herein above provided shall will not be affected in deemed a waiver as to any way by its waiver of, subsequent or failure to take action with respect to, any previous defaultsimilar breach.

Termination for Breach. Dimension may 7.01 Prior to the expiration of the term of this Agreement, LICENSOR may, at its option, terminate this Agreement and the license granted hereunder upon prior written notice to LICENSEE if Bayer is late in paying LICENSEE fails to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration thirty (30) days of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate any amount required to be paid hereunder or if LICENSEE breaches any of the other covenants or provisions of this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if unless the default breach is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and cured, LICENSEE shall have thirty (30) days from receipt of notice from LICENSOR to pay such defaulting Party is making a good faith effort overdue amount in full or to cure such default, the cure period shall be extended by no more than […***…]other breach to LICENSOR and thereby avoid termination under this Section. Bayer acknowledges and understands thatIf: (a1) the breach is not capable of being cured; (2) the overdue amount is not paid with interest at the rate of [ * ] (but not to exceed the maximum amount of interest permitted by applicable law) from the date due to the date paid; or (3) such other breach is not cured within thirty (30) days, then this Agreement and all licenses granted hereby will terminate immediately and automatically without any further notice or action on the part of LICENSOR. In the event that the interest rate specified in this Section exceeds the maximum rate of interest permitted by applicable law, such rate shall in such instance be reduced to the maximum permitted rate. 7.02 In the event the nature LICENSEE or any Affiliate of LICENSEE shall become insolvent; be declared bankrupt; voluntarily file or have filed against it a breach by Bayer causes Dimension petition for bankruptcy or reorganization; unless such petition is dismissed within sixty (as 60) days of filing; enter into an arrangement for the benefit of creditors; entered into a sublicensor hereunder) procedure of winding up to dissolution; or should a trustee or receiver be in breach of appointed for its respective business assets or operations, LICENSOR may immediately terminate this Agreement and the ReGenX Agreementlicense granted hereby, effective upon written notice to LICENSEE. 7.03 LICENSEE shall have the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and furtherright, (b) with respect to such breach by Bayer described in (a)at its sole discretion, Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected upon ninety (90) days notice, in any way by its waiver ofwriting, or failure to take action LICENSOR. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to, any previous defaultto the omitted portions.

Termination for Breach. Dimension This Agreement may be terminated by either Party in the event of the material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination or cancellation of this Agreement, specifying the grounds therefor. Upon receipt of such notice, the breaching Party shall have [c.i.] days to respond by curing such breach. If the breaching Party does not cure such breach within such cure period, then (a) if Inspire is the breaching Party, Novasep shall have the right to terminate this Agreement, and, at Novasep’s option (i) require Inspire to purchase any quantity of API that is the subject of a Purchase Order submitted by Inspire prior to such termination (but not other quantities forecasted for a Firm Zone, and the Minimum Percentage Requirement shall not apply) and reimburse Novasep for all documented direct costs and expenses properly and reasonably incurred by Novasep pursuant to this Agreement if Bayer is late for procurement of Third Party Materials up to the effective date of such termination in paying connection with Inspire’s then-outstanding obligation to Dimension purchase quantities of API forecasted with respect to an applicable Firm Zone but which are not the subject of a Purchase Order submitted prior to such termination; provided, however, that Novasep shall use commercially reasonable efforts to mitigate such costs and expenses by cancelling any milestones cancelable orders for Third Party Materials, returning returnable Third Party Materials, and/or using non-returnable Third Party Materials for its own or royaltiesits other customer’s behalf, fees or (ii) to cancel, in whole or in part, any other monies due Purchase Order issued under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimensionwhich case, which termination shall be effective immediately upon Inspire would have no payment obligations with respect to the expiration of quantities set forth in such […***…] cure period, provided that no demand will be issued prior to expiration of the due date Purchase Orders or quantities forecasted for paymentany Firm Zone, and provided further that Bayer is the Minimum Percentage Requirement shall not disputing on a bona fide basis that a payment is due. Either Party may apply; or (b) if Novasep is (i) shall have the right to terminate this Agreement, if in whole or in part, and (ii) shall have the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as remedies set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default14.9.

Termination for Breach. Dimension If PAG or any Subsidiary should breach any provision of this Agreement in any material respect, including, without limitation, its failure to obtain Penske System’s prior approval of any proposed use of the Name, or the failure by PAG to make any payments required to be made by Section 2 hereof, Penske System shall have the right (in addition to such other rights as it may have under law or equity) to terminate this Agreement by giving thirty (30) days’ prior written notice thereof to PAG and the breaching Subsidiary, which notice shall specify the breach and intention to terminate if Bayer the breach has not been cured during such period. If such breach is late not so cured within that period, this Agreement and all rights granted hereunder to PAG and all Subsidiaries shall terminate without further notice at the end of such period. PAG and all Subsidiaries shall be deemed to be in paying to Dimension any milestones or royalties, fees or any other monies due default under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice all rights granted hereunder shall automatically terminate without notice, if any of the breachfollowing events occur: (A) If PAG or any Subsidiary becomes insolvent or if PAG is dissolved; if a receiver or trustee for the business of either PAG or Subsidiary is appointed; or if PAG or Subsidiary files a voluntary petition in bankruptcy or an involuntary petition is filed by any other person, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default and said involuntary petition is not reasonably capable dismissed within sixty (60) days of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort filing; or (B) If PAG or any Subsidiary attempts to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for transfer any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement in violation of this Agreement. The right ; or (C) If PAG or any Subsidiary is convicted of either Party a felony or any other crime or offense that is reasonably likely, in the sole opinion of Penske System, to terminate this Agreement as herein above provided shall not be affected in any way by its waiver ofadversely affect the Licensed Name, the Proprietary Marks, or failure to take action with respect to, any previous defaultPenske System’s interest herein.

Termination for Breach. Dimension may A Party (“Non-Breaching Party”) shall have the right to terminate this Agreement if Bayer in its entirety or on a country-by-country or Product-by-Product basis in the event the other Party (“Breaching Party”) is late in paying to Dimension breach of any milestones or royalties, fees or any other monies due of its material obligations under this Agreement. The Non-Breaching Party shall provide written notice to the Breaching Party, which notice shall identify the breach and, if applicable, the affected countries in which, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimensionthe affected Products with respect to which, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior Non-Breaching Party intends to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) have this Agreement and does not cure such material breach within terminate. The Breaching Party shall have a period of […***…] after such written notice is provided (“Peremptory Notice Period”) to cure such breach. If the Breaching Party has a dispute as to whether such breach occurred or has been cured, it will so notify the Non-Breaching Party, and the expiration of the Peremptory Notice Period shall be tolled until the Parties agree or the arbitrators have determined in accordance with Section 19.3 that this Agreement was materially breached. It is understood and acknowledged that, 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 perform all of their respective obligations under this Agreement. Upon such agreement or determination of material breach or failure to cure, the Breaching Party may have the remainder of the Peremptory Notice Period to cure such breach. If such breach is not cured within the Peremptory Notice Period, which then, absent withdrawal of the Non-Breaching Party’s request for termination, this Agreement shall terminate in accordance with the written notice provided by the Non-Breaching Party and such termination shall be effective immediately upon as of the expiration of such […the Peremptory Notice Period. For clarity, (a) Roche may terminate this Agreement under this Section 17.2.2 if there is a material diminution in the Quality Standards, except as permitted under Section 2.3, or if FMI is unwilling or unable to fulfill its obligations under - 42 - ***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […Confidential Treatment Requested***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default.

Termination for Breach. Dimension A Party (“Non-Breaching Party”) shall have the right to terminate this Agreement in its entirety or on a country-by-country or Product-by-Product basis in the event the other Party (“Breaching Party”) is in breach of any of its material obligations under this Agreement. The Non-Breaching Party shall provide written notice to the Breaching Party, which notice shall identify the breach and, if applicable, the affected countries in which, and the affected Products with respect to which, the Non-Breaching Party intends to have this Agreement terminate. The Breaching Party shall have a period of […***…] after such written notice is provided (“Peremptory Notice Period”) to cure such breach. If the Breaching Party has a dispute as to whether such breach occurred or has been cured, it will so notify the Non-Breaching Party, and the expiration of the Peremptory Notice Period shall be tolled until the Parties agree or the arbitrators have determined in accordance with Section 19.3 that this Agreement was materially breached. It is understood and acknowledged that, 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 perform all of their respective obligations under this Agreement. Upon such agreement or determination of material breach or failure to cure, the Breaching Party may have the remainder of the Peremptory Notice Period to cure such breach. If such breach is not cured within the Peremptory Notice Period, then, absent withdrawal of the Non-Breaching Party’s request for termination, this Agreement shall terminate in accordance with the written notice provided by the Non-Breaching Party and such termination shall be effective as of the expiration of the Peremptory Notice Period. For clarity, (a) Roche may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this AgreementSection 17.2.2 if there is a material diminution in the Quality Standards, except as permitted under Section 2.3, or if FMI is unwilling or unable to fulfill its obligations under Section 7.5.2, and Bayer does not pay Dimension (b) FMI may terminate this Agreement under this Section 17.2.2 if Roche is unwilling or unable to fulfill its obligations under Section 7.6.1 and FMI may terminate this Agreement on a country-by-country basis in full the event of a Territory Revision Event. Notwithstanding the foregoing, Roche may terminate this Agreement under this Section 17.2.2 if a Material Average Delivery Time Failure or Material Performance Standards Failure occurs by providing written notice to FMI within […***…] upon written demand from Dimensionof such Material Average Delivery Time Failure or Material Performance Standards Failure, which termination and no cure period as provided under this Section 17.2.2 shall be effective immediately upon the expiration of applicable for such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaulttermination.

Termination for Breach. Dimension Subject to section 4.8, this Agreement may be terminated by either party in the event of breach by the other party of a material term or condition hereof; provided, however, the other party shall first give to the breaching party written notice of the proposed termination of this Agreement (a "Breach Notice"), specifying the grounds therefore. Upon receipt of such Breach Notice, the breaching party shall have such time as necessary, but in any event not more than ninety (90) days, to cure such breach (or thirty (30) days with respect to a failure by Molecular Insight Pharmaceuticals to pay any undisputed amounts when due which, in the aggregate, exceed US$100,000 but excluding for this purpose all amounts which Molecular Insight Pharmaceuticals' in good faith disputes are due to Nordion which are subject to Section 4.8 herein). If the breaching party does not cure such breach within such cure period, the other party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching party. With respect to the supply of Batches of BMIPP by Nordion pursuant to orders placed pursuant to this Agreement, Nordion's failure to supply Batches in a timely manner and consistent with such orders and the Specifications shall not be considered a material breach by Nordion unless and until Nordion has failed, in any one year period, to fulfill more than four (4) Batch orders consistent with the Specifications, provided (i) the failure to supply is not attributable, in whole or in part, directly or indirectly, to Molecular Insight Pharmaceuticals and (ii) Nordion fails to supply a replacement Batch meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled Batch (a "Supply Breach"). In the event of a Supply Breach, Molecular Insight Pharmaceuticals may terminate this Agreement if Bayer is late in paying upon thirty (30) days prior written notice to Dimension any milestones Nordion provided it gives written notice of termination to Nordion within sixty (60) days of the Supply Breach. Any failure by Nordion to manufacture or royalties, fees or any other monies supply BMIPP due to a Force Majeure shall not be a material breach under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension In the event of any milestones breach of the Corporation's or royaltiesHolding's representations, fees or any other monies due warranties and/or covenants under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer breach is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach cured within […***…] thirty days after written notice of the breachsuch default from Par, which termination Par's SOLE remedy shall be effective immediately upon to exercise the expiration "DEFAULT TERMINATION" under this Section 8(b). If Par does not exercise the Default Termination with respect to any Series B Closing, then Par will be deemed to have waived any such breach that is actually known by Par as of the date of that Series B Closing. If Par does not exercise the Default Termination with respect to the Final Closing, then Par will be deemed to have waived any such […***…] cure periodbreach actually known by Par as of the date of the Final Closing. If Par does exercise the Default Termination, then the following consequences shall occur: (A) Par, the Corporation and Glatt Air Techniques, Inc. shall continue to develop New Prod▇▇▇▇ (as that term is defined in the Product Development Agreement) and manufacture CPS pellets for New Products, but only to the extent that those New Products are under development prior to the Default Termination, all in accordance with the Product Development Agreement. Notwithstanding the foregoing, if Par shall not have any obligation to pay any further amounts due to the default is not reasonably capable of being cured within Corporation under the […***…] cure period by Product Development Agreement, except that (i) Par shall continue to pay to the defaulting Party and such defaulting Party is making a good faith effort Corporation all Royalties with respect to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) those New Products in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach accordance with Section 5 of the ReGenX Product Development Agreement, and (ii) Par shall remain obligated to pay any amounts that have accrued under the applicable cure periods as set forth in Product Development Agreement prior to the ReGenX date of the Default Termination. (B) The Corporation shall have the right to retain (without any offset or claim by Par) all amounts paid by Par to the Corporation prior to the Default Termination, including without limitation all amounts paid under Article 4 of this Agreement are shorter than those set forth in this Section 9.5; and further, all amounts paid under Sections 5(a) and (b) with respect to such breach by Bayer described in of the Product Development Agreement. CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY ITH SECURITIES AND EXCHANGE COMMISSION ASTERISKS DENOTE SUCH OMISSION (a), Dimension C) The Corporation shall not be responsible have any further obligation to develop any New Products (as that term is defined in the Product Development Agreement) or manufacture CPS pellets for any termination by ReGenX through exercise of ReGenX’s termination right New Products, except for any New Products that are under the ReGenX Agreement, where such termination occurs development prior to the […***…] cure period given Default Termination. If at any time after the Default Termination Par wants the Corporation to Bayer above. For conduct development, manufacturing or other work on additional New Products, Par and the avoidance Corporation may negotiate the terms and conditions of doubtsuch new work at that time, Bayer although neither Par nor the Corporation shall have any obligation to negotiate or to enter into any agreement for such new work, and in any case the terms and conditions of the Product Development Agreement shall not be liable apply to any such work. (D) Par shall transfer (assign) to the Corporation, at no cost to Par or otherwise responsible to Dimension the Corporation, all right, title and interest in all Series B Shares which are then owned by Par. If for any lossreason the Corporation is not legally permitted to acquire those shares, coststhen Par shall transfer (assign) those Series B Shares to Holding at no cost to Par or Holding. (E) Par, expensesthe Corporation and Holding shall not have any further rights, damages obligations or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights liabilities under this Agreement, except for the rights, obligations and liabilities under this Section 8(b)(2) and Articles 13 through 16, inclusive, below. The right Without limiting the foregoing, none of either Party to terminate the parties shall have any liability under this Agreement to any of the other parties as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaulta result of the breach that was the basis for the Default Termination.

Termination for Breach. Dimension 7.01 Prior to the expiration of the term of this Agreement, either party may, at its option, terminate this Agreement for a material breach of this Agreement upon prior written notice to the breaching party if the breaching party fails to cure such breach within thirty (30) days of the written notice, provided however that should any of the Licensed Patent Rights be finally adjudicated to be invalid or unenforceable, and such adjudication is not subject to further appeals, LICENSEE shall have the right to terminate the portion of this Agreement relating to the patent or patents adjudicated to be invalid or unenforceable. 7.02 LICENSEE may terminate this Agreement if Bayer is late in paying by written notice to Dimension any milestones LICENSOR on or royalties, fees or any other monies due under after the third (3RD) anniversary date of this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which provided however said termination shall not be effective immediately upon until two (2) years after the expiration date of such said written notice. Notwithstanding the preceding sentence, in the event LICENSEE’S royalty payments, excluding the initial […***…DELETION] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing payment made on a bona fide basis that a payment is due. Either Party may terminate signing this Agreement, if reach [DELETION] LICENSEE shall have the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above by written notice to LICENSOR, provided however that said termination shall not be affected effective until one (1) year after the date of said written notice. All terminations pursuant to this Section 7.02 are subject to Section 7.06 below. 7.03 In the event that LICENSEE shall become insolvent; be declared bankrupt; voluntarily file or have filed against it a petition for bankruptcy or reorganization; enter into an arrangement for the benefit of creditors; enter into a procedure of winding up to dissolution; or should a trustee or receiver be appointed for its respective business assets or operations, and in the event that any way of these events results in the liquidation of LICENSEE, LICENSOR may terminate this Agreement and the license granted hereby, upon 7.04 Under no circumstances (including, without limitation, a termination for any reason whatsoever) shall LICENSOR be obligated to refund any payments theretofore made by LICENSEE hereunder, provided however that LICENSEE shall be entitled to a credit on future royalties due for any inadvertent overpayment demonstrated to the reasonable satisfaction of LICENSOR. 7.05 Except as otherwise specifically provided herein, expiration or termination of this Agreement and of the license granted hereby for any reason shall be without prejudice to: (a) the right of LICENSOR (i) to receive all payments accrued and unpaid as of the effective date of such termination; and (b) any other rights, remedies or obligations which LICENSOR may then or thereafter have under this Agreement or otherwise. 7.06 Upon the termination (but not expiration) of this Agreement, LICENSEE and its waiver of, Affiliates shall cease all use of those portions of the Licensed Patent Rights that remain valid and enforceable. 7.07 The provisions of Sections 7.02 through Section 7.06 shall survive termination or failure to take action with respect to, any previous defaultexpiration of this Agreement.

Termination for Breach. Dimension (a) Either party may terminate this Agreement by giving the other party prior written notice of not less than thirty (30) days in the case of a monetary breach and of not less than ninety (90) days if Bayer is late in paying to Dimension any milestones or royalties, fees or any the other monies due under party commits a non-monetary material breach of this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort party fails to cure such defaultbreach during such thirty (30) or ninety (90) day period, as applicable. (b) In the case of a non-monetary breach, the cure period may be extended for such longer period as may reasonably be necessary, in the non-breaching party’s sole judgment, if cure is not reasonably possible within the initial ninety (90) day period, provided the breaching party continues its diligent efforts to cure such breach. No such cancellation and termination shall release the breaching party from any obligations hereunder incurred prior thereto. The breaching party should pay the other party such party’s actual damages. If this Agreement is terminated for Licensee's material breach, Licensor shall be extended entitled to all funds previously paid by no more than […***…]Licensee, together with all studies, information, data, and Improvements generated by Licensee in whole or in part in connection with this Agreement. Bayer acknowledges Licensee shall immediately cease using the Patents and understands that: (a) Know-How and shall immediately cease selling, licensing or transferring the Licensed Products. The parties acknowledge that a violation of this provision would cause irreparable harm to Licensor for which an award of damages may be inadequate compensation. Accordingly, Licensor may enjoin Licensee from any and all acts in violation of this provision or its intellectual property rights and Licensee hereby consents to the event the nature entry of a an injunction by any court of competent jurisdiction enjoining any breach by Bayer causes Dimension (as a sublicensor hereunder) to be in or threatened breach of the ReGenX Agreementsuch provision or Licensor’s intellectual property rights, the applicable cure periods as set forth in the ReGenX addition to any other relief Licensor may be entitled to. If this Agreement are shorter than those set forth in this Section 9.5; and furtheris terminated for Licensor's material breach, (bi) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer Licensee shall not be liable or otherwise responsible to Dimension for any losspayments not yet due and payable under Article 3 hereof, costs(ii) Licensor shall return all payment which Licensee has paid, expenses, damages or provided that in no event shall Licensor’s liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement exceed the total amount of all payments actually received by Licensor from Licensee, and (iii) Licensee shall be entitled to hold all studies, information, data, and Improvements presented by Licensor in whole or in part in connection with this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default.

Termination for Breach. Dimension This Agreement may be terminated by either Party for the material breach by the other Party of its obligations under this Agreement; provided that the breaching Party has not cured such breach within [***] after the date of written notice to the breaching Party of such breach (the “Cure Period”), which notice will describe such breach in reasonable detail and will state the non-breaching Party’s intention to terminate this Agreement pursuant to this Section 16.3; provided, however, if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer breach is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within such Cure Period, the Cure Period shall be extended for such amount of time that the Parties agree to in writing is reasonably necessary to cure such breach, so long as the breaching Party is using diligent efforts to do so; provided further than in all cases in which the breach is a failure to pay any amount due hereunder, the Cure Period will be limited […***…] cure period by ]. Any such termination of this Agreement under this Section 16.3 will become effective at the defaulting end of the Cure Period, unless the breaching Party and has cured such defaulting material breach prior to the expiration of such Cure Period. Any Dispute as to whether a notice of termination pursuant to this Section 16.3 is proper, or whether a breach has occurred, is material or has been cured, shall be resolved under Section 18.9. In such event, if the allegedly breaching Party is making a good faith effort found to cure such defaultbe in material breach, the cure period shall remaining Cure Period (meaning, any portion of the Cure Period that did not elapse between the notice of breach and the notification of a Dispute with respect thereto) will be extended counted from the date of resolution of such Dispute. If Relay has the right to terminate this Agreement due to a material breach by no more than […***…]Licensee, and if such breach relates solely to a given Lead Candidate or Lead Product or solely to a Back-Up Compound or Back-Up Product, then Relay may only terminate this Agreement with respect to all Lead Candidates and Lead Products or all Back-Up Compounds and Back-Up Products, respectively. Bayer acknowledges and understands that: (a) in In the event the nature a Sublicensee or Third Party Subcontractor of a breach by Bayer causes Dimension (Party breaches its sublicense agreement or subcontractor agreement with such Party, as a sublicensor hereunder) to applicable, such that the sublicensing or subcontracting Party would be in breach of the ReGenX this Agreement, the applicable and such Sublicensee or Third Party Subcontractor is unable or unwilling to cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and furthersuch breach, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for then without limiting any termination by ReGenX through exercise of ReGenX’s termination other right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable non-breaching Party to Bayer’s pursue any and all remedies against the sublicensing or subcontracting Party or its Sublicensee or Third Party Subcontractor, the non-breaching Party may not exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, pursuant to this Section 16.3 if the sublicensing or failure to take action subcontracting Party terminates the applicable sublicense agreement or subcontracting agreement with respect to, any previous defaultthe breaching Sublicensee or Third Party Subcontractor.

Termination for Breach. Dimension may In the event of a material breach of this Agreement, the non-breaching Party shall (i) have the right to seek damages and equitable relief for injunction or specific performance and (ii) in the case the breach is by Amgen, CK shall have the right to terminate this Agreement for uncured material breach or in the case the breach is by CK, Amgen shall have the right to modify certain rights as set forth in Section 18.8, in either case only as set forth below in this Section 18.5. In the event of a material breach of this Agreement, the non-breaching Party shall have the right to give written notice (the “Breach Notice”) to the breaching Party, specifying the breach in reasonable detail. The breaching Party shall have [***] ([***]) [***] after the Breach Notice to cure any such breach, provided that if such Party provides the non-breaching Party within such [***] ([***]) [***] period written notice setting forth a plan for cure and it is [***] and [***] to cure such breach, the breaching Party shall have [***] ([***]) [***] from the Breach Notice to cure such breach. If at the end of the foregoing period, the breach remains uncured, then (A) for uncured breach by Amgen, CK shall only have the right to terminate this Agreement if Bayer is late in paying both: (y) the legal and equitable remedies available to Dimension any milestones or royalties, fees or any CK other monies due under than termination of this Agreement, Agreement are inadequate to compensate CK (“No Adequate Remedies”); and Bayer does not pay Dimension in full within (z) […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such pursuant to Section […***…] cure periodthat the remedies available to CK other than termination of this Agreement would be inadequate to compensate CK, provided that no demand will be issued prior (B) for uncured breach by CK, Amgen shall have the right to expiration modify certain provisions of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in Section 18.8, but if, prior to the ReGenX Agreement are shorter than those Amgen Option Effective Date, [***] Amgen shall have such right to modify such rights as set forth in Section 18.8 only if [***] pursuant to Section [***] that the remedies available to Amgen other than modification of this Agreement pursuant to Section 9.5; 18.8 would be inadequate to compensate Amgen or (C) following the Amgen Option Effective Date, for uncured breach by CK, Amgen shall have the right to modify certain provisions of the Agreement as set forth in Section 18.8. *** Certain information on this page has been omitted and further, (b) filed separately with the Commission. Confidential treatment has been requested with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultomitted portions.

Termination for Breach. Dimension may terminate (a) If either party materially breaches this Agreement (which shall exclude bankruptcy of a party) and if Bayer the breach is late not cured within 60 days after receiving written notice from the other party with respect to the breach, except as otherwise set out in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, this Agreement shall automatically terminate at the end of the 60 day period. (b) Notwithstanding Subsection 14.4(a), if either party disputes the breach and Bayer does not pay Dimension so notifies the other party in full writing within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] 60 day cure period, provided that this Agreement shall not be automatically terminated pending adjudication and resolution of the disputed breach pursuant to Section 19.2 or a court of competent jurisdiction, as the case may be. (c) If AnorMED terminates this Agreement for breach by NeoRx under this Section 14.4, then without further action on the part of either party: (i) all rights and licenses granted by AnorMED to NeoRx pursuant to this Agreement shall revert to AnorMED and NeoRx shall retain no demand rights therein; (ii) to the extent permitted under applicable law and regulation, all regulatory licenses and filings related to any Licensed Compounds and/or Licensed Products shall be transferred in good faith from NeoRx (or its Affiliates) to AnorMED [*]; (iii) all rights in and to any trademarks and tradenames used in the development and commercialization of the Licensed Compounds and/or Licensed Products in the Territory, shall be assigned from NeoRx (or its Affiliates) to AnorMED [*]; (iv) the license granted by NeoRx to AnorMED under Subsection 9.2(c) shall be automatically converted to a worldwide license [*]; and (v) NeoRx will, at its sole cost and expense, promptly wind down any pre-clinical and clinical studies and programs then in effect and will safely withdraw and follow-up subjects from any such clinical studies to the effective date of termination or, if such withdrawal cannot be made as of the effective date of termination, the subjects will be issued prior withdrawn over a period of time mutually agreed by the parties, based upon an evaluation of risks to expiration subjects and the timelines required in the applicable clinical study protocol. (d) If NeoRx terminates this Agreement for breach by AnorMED under this Section 14.4, NeoRx may elect, in NeoRx’ sole discretion, without further action on the part of the due date for paymenteither party, that all rights and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate licenses granted by AnorMED to NeoRx pursuant to this Agreement, if including, without limitation, any and all regulatory licenses and filings shall continue as exclusive royalty-bearing licenses from AnorMED to NeoRx on the other Party materially breaches (other than nonpayment) terms and conditions set out in this Agreement Agreement, except that AnorMED and does not cure such material breach within […***…] after written notice of the breach, which termination NeoRx shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a in good faith effort attempt to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) negotiate a reasonable reduction in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as royalty rates set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; out under Sections 7.2 and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default7.3.

Termination for Breach. Dimension may terminate In the event that any material provision of this Agreement if Bayer is late in paying breached by either party, the non-breaching party may give the breaching party written notice requiring it to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does remedy such breach. In the event the breaching party shall not pay Dimension in full have fully cured such breach within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration sixty days after receipt of such […***…] cure period, provided that no demand will be issued prior to expiration notice (or in the case of the due date for payment, and provided further that Bayer a breach which is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably by its nature capable of being cured within sixty days, if the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort breaching party shall not have commenced performance to cure within the sixty day period and thereafter diligently attempted to complete performance of the cure), or if the parties have not otherwise agreed on a plan to remedy such defaultbreach, the cure period shall non-breaching party shall, in addition to any other remedies available to it hereunder, at law or in equity, be extended by no more than […***…]. Bayer acknowledges and understands that: entitled, but not obligated, to terminate, upon written notice to the breaching party, this Agreement in its entirety; with the proviso that if such breach relates only to a specific Product, the non-breaching party may terminate this Agreement only as to such specific Product to which such breach relates. (a) in the event the nature Upon any termination of a breach by Bayer causes Dimension this entire Agreement pursuant to this Section 14.04, (as a sublicensor hereunderi) to be in breach all rights and obligations of the ReGenX Agreementbreaching party hereunder, including without limitation any licenses or options granted to the applicable cure periods breaching party pursuant to THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Articles V or VII hereof and right to payments pursuant to Section 6.06 (where ACY is the non-breaching party), but excluding any obligations of the breaching party under Sections 6.06 (where ACY is the breaching party), 7.06 and 8.06 hereof, shall, except as expressly set forth in herein, immediately terminate, (ii) all licenses or options granted to the ReGenX Agreement are shorter than those non-breaching party pursuant to Articles V or VII hereof shall vest or be retained, as appropriate, (iii) all obligations of the non-breaching party hereunder shall, except as expressly set forth in this Section 9.5; herein, immediately terminate, and further(iv) the breaching party shall immediately assign (or grant a right of reference and use if assignment is prohibited by law) and transfer all Governmental Approvals, including any and all information relating thereto, sufficient for the non-breaching party to enjoy its rights surviving or granted hereunder. (b) Upon any termination of this Agreement as to any specific Product pursuant to this Section 14.04, (i) all rights and obligations of the breaching party hereunder with respect to such breach by Bayer described in Product (abut not with respect to any other Product), Dimension shall not be responsible for including without limitation any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior licenses or options granted to the […***…] cure period given breaching party pursuant to Bayer above. For Articles V or VII hereof and right to payments pursuant to Section 6.06 hereof (where ACY is the avoidance of doubtnon-breaching party), Bayer shall not be liable or otherwise responsible to Dimension for but excluding any loss, costs, expenses, damages or liability of any kind arising from a breach or termination obligations of the ReGenX Agreement attributable breaching party pursuant to Bayer’s exercise Sections 6.06 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (where ACY is the breaching party), 7.06 and 8.06, as they relate to such Product shall, except as expressly set forth herein, immediately terminate, (ii) all licenses or options granted to the non-breaching party pursuant to Articles V or VII hereof with respect to such Product (but not with respect to any other Product) shall vest or be retained, as appropriate, (iii) all obligations of the non-breaching party with respect to such Product (but not with respect to any other Product) hereunder shall, except as expressly set forth herein, immediately terminate, (iv) to the extent Government Approvals are owned by the breaching party, the breaching party shall immediately assign (or grant a right of reference and use if assignment is prohibited by law) and transfer all Governmental Approvals, including any and all information relating thereto, relating to such Product sufficient for the non-breaching party to enjoy its rights surviving or granted hereunder, and (v) notwithstanding anything contained in this Section 14.04(b) to the contrary, all other rights and obligations of the parties including, without limitation, obligations under this Agreement. The right of either Party Sections 7.06 and 8.06 shall remain in full force and effect, except as such rights and obligations apply to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultthe Product being terminated.

Termination for Breach. Dimension If Vendor materially breaches this Contract, then the WSLCB shall give Vendor Notice of such breach. Vendor shall correct the breach within 15 calendar days or as otherwise mutually agreed. If the breach is not corrected, this Contract may be terminated immediately by Notice from the WSLCB to Vendor. The option to terminate shall be at the sole discretion of the WSLCB. If the WSLCB fails to pay Vendor undisputed, material Charges when due under the Contract and fails to make such payments within 30 days of receipt of Notice from Vendor of the failure to make such payments, unless the WSLCB is withholding amounts as provided in Section 19.4, Vendor may, by giving Notice to the WSLCB, terminate this Agreement Contract as of a date specified in the Notice of Termination. In addition: (i) if Bayer the WSLCB prevents Vendor from performing its obligations for meeting the Critical Events in accordance with the Schedule, (ii) then Vendor shall give the WSLCB Notice of such breach, (iii) the WSLCB shall correct such action within 30 calendar days or as otherwise mutually agreed in writing and, (iv) if the action is late not corrected, this Contract may be terminated immediately by Notice from Vendor to the WSLCB. Vendor shall not have the right to terminate the Contract for the WSLCB's breach of the Contract or other acts or omissions except as provided in paying this Section. In the event of termination of this Contract under this Section by the WSLCB, the WSLCB shall have the right to Dimension any milestones procure the Services that are the subject of this Contract on the open market and Vendor shall be liable for all damages, subject to the terms of this Contract’s Cover Section and this Section, including, but not limited to: (1) the cost difference between the original Contract price for the Services and the replacement costs of such Services acquired from another Vendor; (2) if applicable, all administrative costs directly related to the replacement of this Contract, such as costs of competitive bidding, mailing, advertising, applicable fees, charges or royaltiespenalties, fees or staff time costs; and, (3) any other costs to the WSLCB resulting from Vendor's breach. The WSLCB shall have the right to deduct from any monies due under this Agreementto Vendor, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimensionor that thereafter become due, which an amount for damages that Vendor will owe the WSLCB for Vendor's default. If it is determined for any reason the failure to perform is without the defaulting party's control, fault, or negligence, the termination shall be effective immediately upon deemed to be a Termination for Convenience. This Section shall not apply to any failure(s) to perform that result from the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration willful or negligent acts or omissions of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultaggrieved party.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension (a) If LICENSEE breaches any milestones or royalties, fees or any other monies due of its obligations under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from DimensionLICENSOR shall have the right, without prejudice to any other rights which termination shall be effective immediately upon the expiration of such […***…] cure periodLICENSOR may have, provided that no demand will be issued prior to expiration of the due date for paymentterminate this Agreement by giving Fifteen (15) days notice to LICENSEE, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party this notice will automatically become effective unless LICENSEE completely remedies the breach within the Fifteen (15) day period. (b) Without prejudice any other rights LICENSOR may have, LICENSOR may terminate this Agreement, if without liability, at any time: (i) If after achieving widespread commercial distribution of the Articles within the Territory, LICENSEE fails to continue the bona fide distribution and sale of the Articles for a consecutive period in excess. of six (6) months; or (ii) If at any time subsequent to the initial distribution of the Articles, LICENSEE fails to adequately advertise, promote and merchandise the Articles and LICENSEE has not instituted corrective measures within thirty (30) days after receiving notice of such deficiency from LICENSOR; or (iii) If LICENSEE understates royalties due for any royalty report by Two (2%) Percent or more or misrepresents or misstates material information in any other Party materially breaches report required or requested under this Agreement; or (iv) If the quality of Articles (other than nonpaymentseconds) is materially lower (as determined by LICENSOR in its sole subjective discretion) than those submitted for approval, and LICENSEE fails to correct the deficiencies to the satisfaction of LICENSOR within ten (10) days of written notice; or (v) LICENSEE makes any cash or unreported sales. (c) During the term of this Agreement and does not cure such material breach within […***…] after written Agreement, if LICENSOR gives notice to LICENSEE for termination for breach, or gives notice of the default for breach, which more than two (2) times, upon the third notice, LICENSEE shall no longer have the right to remedy the breach and termination shall be effective immediately upon at the expiration time of such […***…] cure periodnotice. Notwithstanding the foregoing, if the default is not reasonably capable The failure of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort LICENSOR to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a exercise this right to terminate for any breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through effect its right to exercise of ReGenX’s termination the right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from upon a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultsubsequent breach.

Termination for Breach. Dimension may AMAG shall have the right to terminate this Agreement if Bayer is late in paying upon written notice to Dimension any milestones or royalties, fees or any other monies due Takeda for material breach by Takeda of its obligations under this AgreementAgreement if, and Bayer does not pay Dimension in full within […***…] upon after receiving written demand from Dimensionnotice identifying such material breach, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior Takeda fails to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of from the breach, which termination shall be effective immediately upon the expiration date of such notice (or within […***…] in the event such breach is solely based upon Takeda’s failure to pay any undisputed amounts due AMAG hereunder); provided, however, that AMAG shall not have the right to terminate this Agreement for Takeda’s breach of its obligations under Section 4.7 to use Commercially Reasonable Efforts to conduct any Development activities that Takeda assumes pursuant to Section 4.4(a)(ii), 4.4(b)(ii), 4.4(b)(iii) or 4.4(c)(iii). Takeda shall have the right to terminate this Agreement upon written notice to AMAG for material breach by AMAG of its obligations under this Agreement if, after receiving written notice identifying such material breach, AMAG fails to cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured such breach within the […***…] cure period by from the defaulting Party and date of such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than notice (or within […***…] in the event such breach is solely based upon AMAG’s failure to pay any undisputed amounts due Takeda hereunder). If a material breach affects and relates only to one or more of [***]. Bayer acknowledges and understands that: , then such termination right (a) in shall be only with respect to the event the nature of a Region(s) affected by such material breach by Bayer causes Dimension (as a sublicensor hereunder) or to be in which such material breach of the ReGenX Agreementrelates, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; [***], and further, (b) with respect shall be subject to such any other express provisions of this Agreement providing for notice and cure of a Party’s alleged breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior hereunder. No payment or agreement to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights pay under this Agreement. The right Agreement (including those referred to as nonrefundable or non-creditable) shall in any way preclude or limit the rights of either Party to terminate seek the full recovery of its damages or to seek equitable relief for breach of this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultthe other Party.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension a. If Lessee shall breach any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for paymentmaterial terms, covenants, or conditions contained in this Lease and said breach, except as provided further that Bayer is in Subsections 19(b) and 19(c) herein, shall not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if be cured to the other Party materially breaches satisfaction of the Division within sixty (other than nonpayment60) this Agreement and does not cure such material breach within […***…] days after written notice of such breach has been personally served or mailed by certified mail to Lessee and any assignee of this Lease for security purposes of which the Division has been previously notified by certified mail, the Division may commence an action for forfeiture of Lessee's interest in this Lease. b. If a material breach, except as provided in Subsection 19(c) herein, cannot be reasonably cured within sixty (60) days of the written notice, Lessee shall notify the Division within fourteen (14) calendar days of its receipt of the written notice that the breach cannot be cured within sixty (60) days and shall notify the Division of Lessee's timetable to cure the breach. The timetable for cure is subject to Division approval, which termination approval shall not be effective immediately upon unreasonably withheld. Lessee shall commence to cure the expiration breach within thirty (30) days of the notice of breach and shall proceed diligently and in good faith to continue to cure the breach to the satisfaction of the Division. c. If Lessee shall fail to timely pay the Annual Rent and said failure is not cured within ten (10) days after written notice of such […***…] cure periodfailure has been personally served or mailed by certified mail to Lessee and any assignee of this Lease for security purposes of which the Division has been previously notified by certified mail, the Division may initiate an action for forfeiture of ▇▇▇▇▇▇'s interest in this Lease. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making If a good faith effort attempt to pay the Annual Rent is made and the payment is deficient solely due to the amount paid being less than the amount actually due, Lessee shall have thirty (30) days to cure such defaultdefault after notice is given as described in this Section. d. Notice of breach or failure under this Section shall specify the default and the applicable Lease provision(s) and shall demand that Lessee cure the default to the satisfaction of the Division within the applicable timeframe. e. Except when the breach is the failure to pay the Annual Rent, Lessee may request, in writing, a hearing within fourteen (14) calendar days of ▇▇▇▇▇▇'s receipt of a notice of breach. Upon receipt of ▇▇▇▇▇▇'s request for a hearing, the time to cure period the breach or breaches cited as the cause for proposed action for forfeiture of the interest in this Lease shall be extended by no more than […***…]until the Director issues a final decision on the proposed action for forfeiture of ▇▇▇▇▇▇'s interest in this Lease. Bayer acknowledges and understands that: Such extension shall not affect Lessee's obligation to proceed to cure any violation or any other responsibilities, obligations, or performance under this Lease or any other permit or authorization affecting the Millsite Area. f. The Division will hold the hearing provided for above in subsection (ae) in the event the nature of a breach by Bayer causes Dimension within ten (as a sublicensor hereunder10) to be in breach business days of the ReGenX AgreementDivision's receipt of ▇▇▇▇▇▇'s request unless mutually agreed otherwise by the parties. The hearing shall be conducted informally and recorded electronically. The parties may appear in person or through counsel, present evidence and witnesses in their own behalf, and cross- examine opposing witnesses. The Director's decision may be appealed pursuant to 11 AAC 02 et seq. g. Upon termination or forfeiture of this Lease, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in parties shall be relieved of further rights, obligations, and liabilities under this Section 9.5; Lease except for rights, obligations, and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs liabilities incurred or accrued prior to the […***…] cure period given to Bayer abovedate of termination or forfeiture. For the avoidance The termination or forfeiture of doubt, Bayer this Lease shall not be liable affect Lessee's obligations under the Plan of Operations or otherwise responsible any other plan of operations, the Reclamation Plan, or any other permit, lease, or authorization issued by the Division or other agency of federal, state, or local government. If this Lease is terminated prior to Dimension for any losscompletion of Reclamation, costs, expenses, damages or liability of any kind arising from a breach or termination Lessee shall complete the requirements of the ReGenX Agreement attributable Plan of Operations or other approved plans of operations, the Reclamation Plan, and such other requirements as the Division may reasonably require to Bayer’s exercise protect the health, safety, and welfare of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultthe public.

Termination for Breach. Dimension may The Employer must, at all times during the Term, ensure the Endorsed Midwife: Does not fail to comply with any lawful direction of the PHO. Does not commit any act of malicious, reckless or negligent conduct in the Permitted Use, Is not convicted of an offence punishable by imprisonment. The PHO may, by notice in writing to the Employer, immediately terminate this Access Agreement if Bayer is late if: Anything in paying to Dimension any milestones or royaltiesclause 14.1(a)-(c) occurs The Employer commits a material breach of this Access Agreement which, fees or any other monies due under this Agreementin the PHOs opinion, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured remedied. The Employer fails to remedy a breach of this Access Agreement which, in the PHO’s opinion, is capable of being remedied within 7 days of receiving notice from the […***…] cure PHO requiring it to remedy the breach. The Employer is declared bankrupt or has bankruptcy proceedings commenced against it. Any termination of this Access Agreement under clauses 13 or 14 is without prejudice to any accrued rights or remedies of either party. Without limiting clause 14, at any time during the Term, the PHO may by notice in writing suspend the Employer’s rights under this Access Agreement with immediate effect for such period as the PHO considers appropriate if: The Employer fails to observe, comply with or fulfil any of its obligations under the Access Agreement. The Employer fails to ensure that the Endorsed Midwife is complying with the collaborative arrangement. The PHO reasonably forms the opinion that the Services provided by the defaulting Party and such defaulting Party is making a good faith effort Endorsed Midwife involve an unacceptable risk to cure such default, the cure period shall be extended by no more than […***…]health or life of any person. Bayer acknowledges and understands that: (a) in the event the nature Upon suspension of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX this Access Agreement, the applicable cure periods as set forth Employer must: Ensure that the Endorsed Midwife immediately ceases providing the Services from the Access Area. Ensure the Endorsed Midwife complies with reasonable directions of the PHO regarding the care of patients, including any necessary transfer of patients from the Endorsed Midwife to another care provider. Resumption of this Access Agreement following any suspension is at the PHO’s absolute discretion. If the PHO determines not to resume this Access Agreement, then this Access Agreement may be terminated by the PHO in writing to the Employer. The Employer must, and must ensure the Endorsed Midwife will: Only disclose Confidential Information in the ReGenX Agreement are shorter than those set forth in this Section 9.5; following circumstances: With the prior written consent of the PHO. If and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given extent that the Employer or Endorsed Midwife is legally compelled to Bayer abovedisclose the Confidential Information. For The Employer must, and must ensure the avoidance Endorsed Midwife will: Do everything reasonably practicable to preserve the confidentiality of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability the Confidential Information. Notify the PHO promptly if it is aware of any kind arising from a breach or termination disclosure of the ReGenX Agreement attributable to Bayer’s exercise of its rights under Confidential Information otherwise that permitted by this Access Agreement. The right of either Party If required by the PHO, deliver to terminate this Agreement as herein above provided shall not be affected in the PHO or destroy any way by its waiver of, or failure to take action with respect to, any previous defaultdocuments containing the Confidential Information.

Termination for Breach. Dimension 7.01 Prior to the expiration of the term of this Agreement, either party may, at its option, terminate this Agreement for a material breach of this Agreement upon prior written notice to the breaching party if the breaching party fails to cure such breach within thirty (30) days of the written notice, provided however that should any of the Licensed Patent Rights be finally adjudicated to be invalid or unenforceable, and such adjudication is not subject to further appeals, LICENSEE shall have the right to terminate the portion of this Agreement relating to the patent or patents adjudicated to be invalid or unenforceable. 7.02 LICENSEE may terminate this Agreement if Bayer is late in paying by written notice to Dimension any milestones LICENSOR on or royalties, fees or any other monies due under after the third (3RD) anniversary date of this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which provided however said termination shall not be effective immediately upon until two (2) years after the expiration date of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after said written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure periodnotice. Notwithstanding the foregoingpreceding sentence, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event [DELETION], LICENSEE shall have the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above by written notice to LICENSOR, provided however that said termination shall not be affected effective until one (1) year after the date of said written notice. All terminations pursuant to this Section 7.02 are subject to Section 7.06 below. 7.03 In the event that LICENSEE shall become insolvent; be declared bankrupt; voluntarily file or have filed against it a petition for bankruptcy or reorganization; enter into an arrangement for the benefit of creditors; enter into a procedure of winding up to dissolution; or should a trustee or receiver be appointed for its respective business assets or operations, and in the event that any way of these events results in the liquidation of LICENSEE, LICENSOR may terminate this Agreement and the license granted hereby, upon the liquidation of LICENSEE. LICENSOR shall have no right to terminate unless and until any above-enumerated event results in a liquidation of LICENSEE. 7.04 Under no circumstances (including, without limitation, a termination for any reason whatsoever) shall LICENSOR be obligated to refund any payments theretofore made by LICENSEE hereunder, provided however that LICENSEE shall be entitled to a credit on future royalties due for any inadvertent overpayment demonstrated to the reasonable satisfaction of LICENSOR. 7.05 Except as otherwise specifically provided herein, expiration or termination of this Agreement and of the license granted hereby for any reason shall be without prejudice to: (a) the right of LICENSOR (i) to receive all payments accrued and unpaid as of the effective date of such termination; and (b) any other rights, remedies or obligations which LICENSOR may then or thereafter have under this Agreement or otherwise. 7.06 Upon the termination (but not expiration) of this Agreement, LICENSEE and its waiver of, Affiliates shall cease all use of those portions of the Licensed Patent Rights that remain valid and enforceable. 7.07 The provisions of Sections 7.02 through Section 7.06 shall survive termination or failure to take action with respect to, any previous defaultexpiration of this Agreement.

Termination for Breach. Dimension If a Party commits a material breach of any obligation set forth under this Agreement, then the other Party may terminate this Agreement if Bayer in its entirety or with respect to the applicable Research Plan, Candidate Product, or Licensed Product that is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration subject of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of unless such […***…] cure period. Notwithstanding the foregoing, if the default breach is not reasonably capable of being cured within the […***…] cure period by after receipt of written notice (a “Termination Notice”) from the defaulting non-breaching Party and (such defaulting Party is making a good faith effort to cure such defaultperiod, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands “Notice Period”) with respect to such breach; provided, that: (a) the termination shall not become effective at the end of the Notice Period; (b) if the alleged breaching Party disputes in good faith the existence or materiality of any such breach specified in the event Termination Notice and provides notice of such dispute within the nature of a Notice Period, then the Notice Period shall be tolled and the Party alleging such breach by Bayer causes Dimension will not have the right to terminate this Agreement unless and until the dispute resolution process provided for in Section 15.1 (as a sublicensor hereunderDispute Resolution) to be in has been completed and such breach remains uncured for [***] after the final resolution of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5dispute through such dispute resolution procedure; and further, (bc) with respect to such any alleged breach by Bayer described AstraZeneca of its diligence obligations set forth in Section 5.2 (aDevelopment Diligence) or Section 8.3 (Commercialization Diligence), Dimension Cellectis shall first provide written notice thereof to AstraZeneca and the Parties shall meet within [***] after delivery of such notice to AstraZeneca to discuss in good faith such alleged breach and AstraZeneca’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions must be concluded by mutual agreement before Cellectis may issue any Termination Notice with respect to such alleged breach (and, for clarity, the Notice Period shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs commence prior to the […***…] cure period given conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by ▇▇▇▇▇▇▇▇▇). It is understood that termination pursuant to Bayer above. For this Section 14.2.2 (Termination for Breach) shall be a remedy of last resort and may be invoked only in the avoidance of doubt, Bayer shall case where the breach cannot be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability reasonably remedied by the payment of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultmoney damages.

Termination for Breach. Dimension may A Party (“Non-Breaching Party”) shall have the right to terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) its entirety in the event the nature of a breach by Bayer causes Dimension other Party (as a sublicensor hereunder“Breaching Party”) to be is in material breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights material obligations under this Agreement. The Non-Breaching Party shall provide written notice to the Breaching Party, which notice shall identify in reasonable detail the nature of the breach. The Breaching ​ Party shall have a period of [***] after such written notice is provided (“Peremptory Notice Period”) to cure such breach. If the Breaching Party has a bona fide dispute as to whether such breach occurred or has been cured, or whether it is a breach of any of its material obligations under this Agreement, it will so notify the Non-Breaching Party, and the expiration of the Peremptory Notice Period shall be tolled until such dispute is resolved pursuant to Section 20.2 (Disputes) and Section 20.3 (Jurisdiction; Consent to Forum). Upon a determination of breach of any of its material obligations under this Agreement or failure to cure such breach, the Breaching Party will have the remainder of the Peremptory Notice Period, if any, to cure such breach. If such breach is not cured within the Peremptory Notice Period, then absent withdrawal of the Non-Breaching Party’s request for termination and, if such termination right is for a material breach by ▇▇▇▇▇▇▇ subject to GNE’s right under Section 18.5 (GNE Rights in Lieu of either Party Termination For Material Breach by ▇▇▇▇▇▇▇), this Agreement shall terminate in its entirety effective as of the expiration of the Peremptory Notice Period. ​ Any failure to comply by GNE with GNE’s reporting obligations under Section 4.5.1 (Records; Reports) or Section 4.5.2 (Content of Reports), as described in Section 4.5.3 (Inability to Report Specified Details Not a Material Breach), shall not be considered a material breach by GNE for purposes of giving a right to Kiniksa to terminate this Agreement as herein above provided shall not be affected Agreement, in any way by its waiver ofwhole or in part, or failure to take action with respect to, any previous default.under this Section 18.2.1 (Termination for Breach). ​

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension In the event of any milestones or royalties, fees or any other monies due under material breach of this Agreement, and Bayer the non-breaching party shall give the breaching party written notice describing such material breach. Without limiting the foregoing, Masada's failure to obtain or maintain registration for any Trademark pursuant to Section 4.2 hereof or a determination that Masada does not pay Dimension in full within […***…] upon written demand from Dimensionhave the rights to the Trademarks, which termination Intellectual Property or Confidential Information as contemplated by Section 7.2(a) hereof shall be effective immediately upon deemed to be a material breach by Masada hereunder. If the expiration of such […***…] cure period, provided that no demand will be issued prior breaching party fails to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach or demonstrate to the non-breaching party's reasonable satisfaction that no breach exists within […***…] after sixty (60) days of its receipt of written notice of the breachsame, which termination such breach shall be effective immediately upon deemed a material breach and an Event of Default hereunder and the expiration of such […***…] cure period. Notwithstanding non-breaching party shall have the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party following remedies and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: rights: (a) The non-breaching party may, subject to paragraphs (ii) and (iii) below, terminate this Agreement upon 60 days' written notice to the breaching party. (b) If Centennial is the non-breaching party, it may, subject to any rights of third parties, continue to use the Trademarks, Intellectual Property and Masada Confidential Information in the event Territory until the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach later of the ReGenX Agreementend of the Initial Term and three years following the occurrence of the Event of Default. If Centennial determines not to continue using any of the Trademarks, Intellectual Property or Masada Confidential Information or upon termination of its rights to use any of the applicable cure periods as Trademarks, Intellectual Property or Masada Confidential Information pursuant to the preceding sentence, Centennial shall, upon Masada's request and at Masada's expense, remove an related Masada trade dress from Centennial's facilities, equipment and customer locations and return the same to Masada. (c) If Masada is the non-breaching party, it may request that, upon six months' prior written notice, Centennial cease using all Trademarks, Intellectual Property and Masada Confidential Information and thereupon Centennial shall, at Centennial's expense, remove all related Masada trade dress from Centennial's facilities, equipment and customer locations and return the same to Masada. The remedies set forth in the ReGenX Agreement are shorter than those set forth above in this Section 9.5; 9.3 and furtherelsewhere in this Section 9 shall be cumulative and not exclusive of each other, (b) with respect and are in addition to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under other remedies at law or equity that the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights non-breaching party may have under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultotherwise.

Termination for Breach. Dimension Either of the parties may terminate this Agreement by providing thirty (30) days prior written notice to the other party and with no need of a court or administrative resolution to that effect, if Bayer the other party materially breaches its obligations under this Agreement and such breach is late not cured by the end of such 30 (thirty) days period. Both parties agree that the 30 days cure period provided above may be reduced, at the option of the non-breaching party, to such shorter cure period as deemed necessary by the non-breaching party in paying case that such breach may materially impair any right or obligation of the non-defaulting party, and/or immediate termination be needed to Dimension prevent any milestones further damages or royalties, fees or losses to such non-breaching party. Such termination shall be in addition to any other monies due rights and remedies that the affected party may have against the breaching party. The parties agree that bankruptcy, suspension of payments, bankruptcy reorganization, insolvency, judicial liquidation, assignment for the benefit of creditors, or dissolution of any party shall be considered as a material breach. In addition, the parties agree that in case of breach or delay in compliance with any obligation assumed by Client under this Agreement, and Bayer does not pay Dimension without prejudice of any other rights and remedies of TELEVISA, TELEVISA shall have the right to block Client's access to the Channels through any method, in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided understanding that no demand will be issued prior to expiration this blocking or interruption of the due date for paymentChannels shall not be considered in any event as a waiver of Client's responsibilities and obligations under this Agreement, and provided further that Bayer is including but not disputing on a bona fide basis that a payment is duelimited to its obligation to pay the Monthly Royalty during the period in which the Channels are interrupted, as the case may be. Either Party may TELEVISA shall have the right to terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice license agreement between the parties dated as of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) date hereof with respect to such breach TELEVISA's over the air channels 4, 5 and 9, is terminated by Bayer described in (a), Dimension shall not be responsible TELEVISA for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultreason.

Termination for Breach. Dimension In the event of certain breaches of this Agreement, TSG or AMERICAN may terminate this Agreement if Bayer is late in paying accordance with this Section; so long as Page 70 AMERICAN gives TSG Notice of its intent to Dimension any milestones or royaltiesterminate within [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after the date such breach occurred or, fees or any other monies due under in the case of a continuing breach, commenced. A. Upon TSG's Egregious Breach of this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party AMERICAN may terminate this Agreement, if so long as AMERICAN gives TSG [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] Notice of its intent to terminate and TSG fails to cure the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within such […***…TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]; except that such cure period will be extended an additional [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after if TSG delivers to AMERICAN a written notice of plan to cure the breach. In both instances, which unless TSG cures the Egregious Breach, the termination shall be effective immediately upon as of the expiration first day following the end of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be or extended by no more than cure period as the case may be. B. Upon AMERICAN's material breach of its obligation to pay TSG in accordance with this Agreement, TSG may terminate this Agreement as follows: (1) If TSG has given Notice to AMERICAN describing the breach in detail, the monetary amount due, and TSG's intention to terminate pursuant to this Subsection; and if AMERICAN has not paid such amount within […***…]. Bayer acknowledges and understands that: (a) TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after receipt of TSG's Notice; except that in the event case of the nature first such Notice delivered hereunder, if AMERICAN fails to pay within such [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED], then TSG shall give a second such Notice to AMERICAN, and TSG may not terminate this Agreement unless, AMERICAN fails to pay within [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after receipt of a breach by Bayer causes Dimension such second Notice. (as a sublicensor hereunder2) If TSG has, on [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] previous occasions, given Notice to be in AMERICAN of AMERICAN's material breach of the ReGenX its obligation to pay TSG in accordance with this Agreement, the applicable cure periods as set forth and AMERICAN thereafter materially breaches its obligation to pay TSG in the ReGenX Agreement are shorter than those set forth in accordance with this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior TSG may terminate this Agreement upon Notice to the […***…] cure period given to Bayer above. AMERICAN. (3) For the avoidance of doubt, Bayer shall AMERICAN's [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] from Disputed Invoices in accordance with Section"8.2, DISPUTED INVOICES," are not be liable or otherwise responsible material breaches of AMERICAN's obligation to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultpay.

Termination for Breach. Dimension In the event that any material provision of this AGREEMENT is breached by either party, the nonbreaching party may terminate this Agreement if Bayer is late in paying give the breaching party written notice requiring it to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does remedy such breach. In the event the breaching party shall not pay Dimension in full have fully cured such breach within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration sixty days after receipt of such […***…] cure period, provided that no demand will be issued prior to expiration notice (or in the case of the due date for payment, and provided further that Bayer a breach which is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably by its nature capable of being cured within sixty days, if the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort breaching party shall not have commenced performance to cure within the sixty day period and thereafter diligently attempted to complete performance of the cure), or if the parties have not otherwise agreed on a plan to remedy such defaultbreach, the cure period nonbreaching party shall, in addition to any other remedies available to it hereunder, at law or in equity, be entitled, but not obligated, to terminate, upon written notice to the breaching party, this AGREEMENT in its entirety, or if such breach relates only to a specific PRODUCT, the non-breaching party shall be extended by no more than […***…]entitled, but not obligated, to terminate this AGREEMENT only as to the specific PRODUCT to which such breach THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. Bayer acknowledges and understands that: (a) REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. relates. Notwithstanding anything contained in this AGREEMENT to the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) contrary, APOLLON shall not be deemed to be in breach of this AGREEMENT in the ReGenX Agreementevent it shall fail to satisfy its obligations pursuant to Article II hereof; provided ACY is successfully manufacturing, pursuant to Article V hereof, the applicable cure periods PRODUCT(S) which APOLLON has failed to supply. (a) Upon any termination of this entire AGREEMENT pursuant to this Paragraph 13.4, (i) all rights and obligations of the breaching party hereunder shall, except as expressly set forth in herein, immediately terminate, and (ii) all obligations of the ReGenX Agreement are shorter than those non-breaching party hereunder (other.than the obligation to make any payments due the breaching party under Paragraph 6.5 or Paragraph 6.6, as applicable) shall, except as expressly set forth in this Section 9.5; and furtherherein, immediately terminate. (b) with respect Upon any termination of this AGREEMENT as to any PRODUCT pursuant to this Paragraph 13.4, (i) all rights and . obligations of the breaching party hereunder as to such breach by Bayer described in specific PRODUCT shall, except as expressly set forth herein, immediately terminate, and (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination ii) all obligations of the ReGenX Agreement attributable non-breaching party hereunder as to Bayer’s exercise of its rights such specific PRODUCT (other than the obligation to make any payments due the breaching party under this Agreement. The right of either Party to terminate this Agreement Paragraphs 6.5 or 6.6, as herein above provided shall not be affected in any way by its waiver ofapplicable) shall, or failure to take action with respect toexcept as expressly set forth herein, any previous defaultimmediately terminate.

Termination for Breach. Dimension may A Party (“Non-Breaching Party”) shall have the right to terminate this Agreement if Bayer is late in paying to Dimension any milestones its entirety or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide country-by-country, Research Program-by-Research Program, or Product-by-Product basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature other Party (“Breaching Party”) is in breach of any of its material obligations under this Agreement related thereto. However, in the case of termination by Inovio for a material breach by MedImmune, such termination right will be limited to a right to terminate for (i) breach by MedImmune of MedImmune’s obligations to make payments under Section 6 or, (ii) a breach by Bayer causes Dimension MedImmune of MedImmune’s diligence obligations to use Commercially Reasonable Efforts pursuant to Section 5.7. The Non-Breaching Party shall provide written notice to the Breaching Party, which notice shall identify the breach and the countries, Research Program and/or Product in which the Non-Breaching Party intends to have this Agreement terminate. The Breaching Party shall have a period of [XXXXXXX] after such written notice is provided (as a sublicensor hereunder“Peremptory Notice Period”) to be in cure such breach. If the Breaching Party has a dispute as to whether such breach occurred or has been cured, it will so notify the Non-Breaching Party, and the expiration of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Preemptory Notice Period shall be tolled until such dispute is resolved pursuant to Section 9.5; and further, (b) with respect to such 16.4. Upon a determination of breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect tocure, any previous defaultthe Breaching Party may have the remainder of the Preemptory Notice Period to cure such breach. If such breach is not cured within the Peremptory Notice Period, then absent withdrawal of the Non-Breaching Party’s request for termination, this Agreement shall terminate in such countries effective as of the expiration of the Preemptory Notice Period. It is understood that termination pursuant to this Section 15.2.1 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.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late Failure by a Party to comply with any of its material obligations contained herein will entitle the Party not in paying default to Dimension any milestones give to the defaulting Party notice specifying the nature of the material breach, requiring the defaulting Party to make good or royaltiesotherwise cure such material breach, fees or any other monies due under this Agreementproviding specific actions that the defaulting Party could take to cure such material breach, and Bayer does stating its intention to invoke the provisions of this Section 15.2 if such material breach is not pay Dimension in full cured. If such material breach is not cured within […***…] upon written demand from Dimension, which termination shall be effective immediately upon ninety (90) days after the expiration receipt of such […***…] cure notice (or, if such material breach cannot be cured within such 90-day period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other defaulting Party materially breaches (other than nonpayment) this Agreement and does not commence actions to cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and thereafter diligently continue such defaulting Party is making a good faith effort to cure such defaultactions), the cure period shall Party not in default will be extended entitled, without limiting any of its other rights conferred on it by no more than […***…]. Bayer acknowledges and understands that: this Agreement (a) in the event the nature of a breach by Bayer causes Dimension (except as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as expressly set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (aherein), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement by providing written notice to the breaching Party. Notwithstanding anything to the contrary herein, in the event of IntelGenx’ material breach of this Agreement, and without derogating from any of Edgemont’s other rights at law, Edgemont shall, subject to the fulfillment of Edgemont’s obligations under Section 7, have the right to continue all activities under the License granted herein and to continue utilizing the Patents, Product Trademarks, and the Licensed Know-How for the exploitation of the License, with the right to set-off, from any sums due to IntelGenx hereunder, amounts equivalent to any damage caused to Edgemont as herein above provided a result of IntelGenx’ breach hereunder. Notwithstanding anything to the contrary herein, in the event of termination of the Agreement by IntelGenx as a result of Edgemont’s material breach of this Agreement, and without derogating from any of IntelGenx’ other rights at law, IntelGenx shall not be affected have the right to continue any and/or all activities contemplated in under and/or by this Agreement, terminate all rights granted to Edgemont, continue utilizing the Patents, Product Trademarks and the KnowHow for the exploitation of the Products, with the right to set-off, from any way by its waiver ofsums due to Edgemont hereunder, or failure amounts equivalent to take action with respect to, any previous defaultdamage caused to IntelGenx’ as a result of Edgemont’s breach hereunder.

Termination for Breach. Dimension may In the event that the arbitration referred to in Section 7.4 results in a finding that the Breaching Party materially breached this Agreement and such breach was not cured to the reasonable satisfaction of the Alleging Party (as determined by the arbitrator) prior to the date of the decision of the arbitrator pursuant to Section 7.4, then the Alleging Party shall have the right to terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior notice to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure periodBreaching Party. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within breach constituted a failure by Licensee to meet the […***…] cure period by service quality requirements for the defaulting Party applicable IANA Services as described in Section 2.2, Licensor’s sole and such defaulting Party is making a good faith effort to cure such default, the cure period exclusive remedies hereunder shall be extended by limited to the terms of Section 6.3. ARTICLE 8 NO WARRANTY Licensor makes no more than […***…]warranty or representation whatsoever, express or implied, regarding the validity or enforceability of the IANA Intellectual Property. Bayer acknowledges and understands that: Licensor undertakes no obligation to Licensee hereunder to maintain, police or enforce the IANA Intellectual Property against any third party. However, if Licensor fails to (a) timely renew any trademark registration for the Licensed Marks or any domain name registration for the Licensed Domains or (b) cooperate with Licensee in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods any enforcement proceeding except as set forth in Article 4.3, then the ReGenX Agreement are shorter than those set forth specific Licensed Mark or Licensed Domain that Licensor failed to renew or enforce, and all goodwill therein, shall be immediately assigned to Licensee, and Licensor hereby appoints Licensee with full and complete authority and power of attorney to act in this Section 9.5; the stead of Licensor and furtherto execute and record as ▇▇▇▇▇▇▇▇’s attorney-in-fact such transfer documentation. Furthermore, if (i) Licensor makes an assignment for the benefit of creditors or similar act, (bii) with respect proceedings are instituted by or against Licensor under any bankruptcy, insolvency, reorganization or other laws relating to such breach by Bayer described in the relief of debtors, or (a), Dimension shall not be responsible iii) Licensor files for any termination by ReGenX through exercise of ReGenX’s termination right protection under the ReGenX AgreementUnited States Bankruptcy Code or a foreign equivalent or liquidates, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable dissolves or otherwise responsible to Dimension for any lossdiscontinues its operations, costs, expenses, damages or liability of any kind arising from a breach or termination then the entirety of the ReGenX Agreement attributable Licensed Marks, and all goodwill therein, and the Licensed Domains shall be immediately assigned to BayerLicensee, and Licensor hereby appoints Licensee with full and complete authority and power of attorney to act in the stead of Licensor and to execute and record as ▇▇▇▇▇▇▇▇’s exercise attorney-in-fact such transfer documentation. Upon any assignment of its rights under the IANA Intellectual Property to Licensee pursuant to this Agreement. The right Article 8, Licensee shall engage in discussions with the Operational Communities concerning administration and maintenance of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultsuch IANA Intellectual ▇▇▇▇▇▇▇▇.▇▇ Section 4.3.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on (a) If a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] in its entirety, or, after commencement of Development of a Product, materially breaches this Agreement with respect to a given Product, then the non-breaching Party may provide the breaching Party with a written notice specifying the nature of the breach, which termination shall be effective immediately upon and stating its intention to terminate this Agreement in its entirety, or with respect to a given Product, as applicable, if such breach is not cured. (b) If (i) the expiration of such material breach is with respect to an undisputed payment obligation and is not cured within a […***…] cure period. Notwithstanding period after the foregoing, alleged breaching Party has received written notice of termination or (ii) if the default material breach relates to any obligation other than a payment obligation and is not reasonably capable of being cured by the allegedly breaching Party within the […***…] cure period after the receipt of such notice, the non-breaching Party may terminate the Agreement by written notice to the defaulting other Party. (c) If the allegedly breaching Party and such defaulting Party is making a in good faith effort disputes such material breach or the failure to cure or remedy such defaultmaterial breach such Party shall, the cure period shall be extended by no more than within […***…]. Bayer acknowledges and understands that: ] of receipt of written notice from the other Party of termination (ai) provide written notice of that dispute putting forward in reasonable detail the event rationale for disputing the nature of a alleged breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth [***] Certain information in this Section 9.5; document has been omitted and further, (b) filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. notifying Party and (ii) initiate dispute resolution procedures in accordance with Section 15.2, in which case, such breach by Bayer described in (a), Dimension termination shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the effective until […***…] cure after the dispute resolution award determining that the conditions for termination of this Section 12.2.2 are met; provided that the breach is not cured within such [***] period given to Bayer above. For and during the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability pendency of any kind arising from a breach or termination of such dispute resolution the ReGenX Agreement attributable to Bayer’s exercise of its rights Parties shall continue performing their respective obligations, and exercising their respective rights, under this Agreement. The right of either Party Parties hereby agree to terminate take such steps as may be reasonably necessary to complete such dispute resolution process as expeditiously as possible given the circumstances. (d) For clarity, this Agreement as herein above provided shall may only be terminated in its entirety pursuant to this Section 12.2.2 if the material breach affects the totality of this Agreement and is not be affected in any way by its waiver of, or failure isolatable to take action with respect to, any previous defaulta single Product.

Termination for Breach. Dimension may (i) Rhizen shall have the right to terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimensionnotice to TGTX if TGTX, which termination shall be effective immediately upon the expiration of after receiving written notice identifying such […***…] cure periodmaterial breach by TGTX, provided that no demand will be issued prior fails to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after ninety (90) days from the date of such notice ; provided, that if such breach cannot be remedied within such 90-day period (including a breach caused by a Financial Force Majeure) and TGTX has provided Rhizen with a written notice plan, reasonably acceptable to Rhizen, setting forth the activities to be performed by TGTX to remedy such breach, then Rhizen may not terminate this Agreement during such time as TGTX is diligently pursuing the performance of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) activities described in the event the nature of plan; and provided, further, that if such material breach relates solely to a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth particular country in the ReGenX Territory, then Rhizen may terminate this Agreement are shorter than those set forth in this Section 9.5; and further, (b) only with respect to such the applicable country but may not terminate this Agreement with respect to any other countries. Additionally, all the timeframes for curing a breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability stayed pending resolution of any kind arising from a breach or termination of disputes related to such purported breach. (ii) TGTX shall have the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall upon written notice to Rhizen if Rhizen, after receiving written notice identifying a material breach by Rhizen of its obligations under this Agreement, fails to cure such material breach within ninety (90) days from the date of such notice; provided, that if such breach cannot be affected remedied within such 90-day period (including a breach caused by a Financial Force Majeure) and Rhizen has provided TGTX with a written plan, reasonably acceptable to TGTX, setting forth the activities to be performed by Rhizen to remedy such breach, then TGTX may not terminate this Agreement during such time as Rhizen is diligently pursuing the performance of the activities described in any way by its waiver ofthe plan; and provided, or failure further, that if such material breach relates solely to take action a particular country in the Territory, then TGTX may terminate this Agreement only with respect toto the applicable country but may not terminate this Agreement with respect to any other countries. Additionally, all the timeframes for curing a breach shall be stayed pending resolution of any previous defaultdisputes related to such purported breach. * Confidential material redacted and filed separately with the Commission. (iii) For clarity, if a Party elects not to exercise its rights to terminate this Agreement pursuant to this Section 13.2(c) for the other Party’s uncured material breach or pursuant to Section 13.5, but instead elects to allow this Agreement to continue in effect, then the breaching Party shall continue to be liable to the other Party for any breach of representations, warranties, obligations or agreements made in this Agreement by such breaching Party, and the non-breaching Party shall be entitled to pursue legal and equitable remedies arising from such breach that are available to it.