Common use of Termination for Breach Clause in Contracts

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, 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 delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not 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 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 have materially breached this Agreement with respect to its obligation under this Agreement to 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 with respect to such Licensed Product, then 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. This Either party may terminate this Agreement upon a material breach of this Agreement by the other party by providing ninety (90) days prior written notice to the other party (“Notice Period”); provided that if the breach relates only to one or more, but not all, Poseida Selected Targets or TeneoBio Internal Targets, then such party may be terminated terminate this Agreement only with respect to any particular Agreement Program the Target(s) to which the breach relates. The termination shall become effective at any time the end of the Notice Period unless the breaching party cures such breach during the Term upon written notice by either Party if such Notice Period; provided that (a) if such breach is curable but is not reasonably capable of cure within the Notice Period, the breaching party may submit a reasonable cure plan prior to the end of the Notice Period, in which case the other Party party shall not have the right to terminate this Agreement for so long as the breaching party is in material breach of its obligations hereunder with respect using diligent efforts to implement such Agreement Program cure plan, and (b) if Licensee disputes a material breach in writing within such Notice Period, TeneoBio shall not have the other Party has not cured such breach within [***] right to terminate this Agreement unless and until a final determination is made, in the case of a payment breach, or within [***] in the case of all other breaches, after notice requesting cure of the breach; provided, howeveran arbitration under Section 12.8 below, that if any such material breach other than a payment breach is not reasonably curable within [***] was committed, and if a Party is making a bona fide effort Licensee fails to cure such breachdefault or material breach within ninety (90) days after such determination. It is understood and agreed that during the pendency of such dispute, such termination all of the terms and conditions of this Agreement shall be delayed for a time period remain in effect and the parties shall continue to be agreed by both Parties, not perform all of their respective obligations hereunder. In addition to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 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 Licensed Program and initiates a legal action to resolve such dispute within Selected Antibody outside the foregoing [***] cure periodField, then this Agreement shall not terminate with respect to such Licensed Program during the pendency or otherwise pursues any commercial application of such legal action, provided Selected Antibody or any CAR Product or CAR Cell that if expresses such Selected Antibody outside the Field (i) Genzyme is found, in an unappealable decision by a court including the sale and marketing of competent jurisdiction or an appealable decision Selected Antibodies as part of a court of competent jurisdiction kit or biomarker that has not been appealed in the time allowed is sold for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to research 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 with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableonly).

Termination for Breach. This Agreement may be terminated Failure by a Party to comply with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) the other Party is in material breach of its material obligations hereunder with respect contained herein will entitle the Party not in default to such Agreement Program and (b) give to the other defaulting Party has not cured such breach within [***] in notice specifying the case nature of a payment the material breach, requiring the defaulting Party to make good or within [***] in otherwise cure such material breach, providing specific actions that the case defaulting Party could take to cure such material breach, and stating its intention to invoke the provisions of all other breaches, after notice requesting cure of the breach; provided, however, that Section 16.2 if any breach other than a payment such material breach is not reasonably curable cured. If such material breach is not cured within [***] and 90 days after the receipt of such notice (or, if a such material breach cannot be cured within such 90-day period, if the defaulting Party is making a bona fide effort does not commence actions to cure such breachmaterial breach within such period and thereafter diligently continue such actions), such termination shall the Party not in default will be delayed for a time period entitled, without limiting any of its other rights conferred on it by this Agreement (except as expressly set forth herein), to be agreed terminate this Agreement by both Parties, not providing written notice to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breachthe breaching Party. Notwithstanding anything to the foregoingcontrary herein, in the event that the of IntelGenx’ material breach relates to Genzymeof this Agreement, and without derogating from any of RedHill’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933other rights at law, 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 RedHill shall have the right to terminate this Agreement 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 respect the right to such Licensed Program and initiates set-off, from any sums due to IntelGenx hereunder, amounts equivalent to any damage caused to RedHill as a legal action result of IntelGenx’ breach hereunder. Notwithstanding anything to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is foundcontrary herein, in an unappealable decision the event of termination of the Agreement by IntelGenx as a court result of competent jurisdiction or an appealable decision RedHill’s material breach of this Agreement, and without derogating from any of IntelGenx’ other rights at law, IntelGenx shall 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 sums due to RedHill hereunder, amounts equivalent to any damage caused to IntelGenx as a court result of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to 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 with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableRedHill breach hereunder.

Termination for Breach. This Agreement may be terminated with respect a. If Lessee breaches any of the material terms, covenants, or conditions contained in this Lease and said breach, except as provided in Subsections 19(b) and 19(c) herein, has not been cured to any particular Agreement Program at any time during the Term upon satisfaction of the Division within sixty (60) days after written notice of such breach has been personally served or mailed by either Party if 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 (a60) days of the other Party is in material breach written notice, Lessee shall notify the Division within fourteen (14) calendar days of its obligations hereunder with respect 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 such Agreement Program cure the breach. The timetable for cure is subject to Division approval, which approval shall not be unreasonably withheld. Lessee shall commence to cure the breach within thirty (30) days of the notice of breach and (b) shall proceed diligently and in good faith to continue to cure the other Party has 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 breach within [***] failure 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. If a good faith attempt to pay the case of a Annual Rent is made and the payment breachis deficient solely due to the amount paid being less than the amount actually due, 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 Lessee shall have thirty (30) days to cure such default 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, such termination shall be delayed . Upon receipt of Lessee's request for a time period to be agreed by both Partieshearing, not to exceed an additional [***], in order to permit such Party a reasonable period of the time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”or breaches cited as the cause for proposed action for forfeiture of the interest in this Lease shall be extended until the Director issues a final decision on the proposed action for forfeiture of Lessee's interest in this Lease. 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 right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement Such extension shall not terminate with respect affect Lessee's obligation to such Licensed Program during the pendency of such legal actionproceed to cure any violation or any other responsibilities, provided that if (i) Genzyme is foundobligations, in an unappealable decision by a court of competent jurisdiction or 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 have materially breached this Agreement with respect to its obligation performance under this Agreement Lease or any other permit or authorization affecting the Millsite Area. f. The Division will hold the hearing provided for above in subsection (e) within ten (10) business days of the Division'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 use Commercially Reasonable Efforts in Developing 11 AAC 02 et seq. g. Upon termination or Commercializing such Licensed Productforfeiture of this Lease, the parties shall be relieved of further rights, obligations, and liabilities under this Lease except for rights, obligations, and liabilities incurred or accrued prior to the date of termination or forfeiture. The termination or forfeiture of this Lease shall not affect Lessee's obligations under the Plan of Operations or any other plan of operations, the Reclamation Plan, or (ii) Genzyme admits in 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 completion of Reclamation, Lessee shall complete the requirements of the Plan of Operations or other approved plans of operations, the Reclamation Plan, and such legal action or settlement thereof that it has materially breached this Agreement with respect other requirements as the Division may reasonably require to such Licensed Productprotect the health, then this Agreement shall terminate immediately with respect to such Licensed Program following safety, and welfare of the Parties’ receipt of such decision or immediately following such admission, as applicablepublic.

Termination for Breach. This If a party breaches a material term or condition of this Wireless Attachment Agreement, the non-breaching party may terminate this Wireless Attachment Agreement after at least 30 days has expired since it has given the breaching Party written notice of the nature of the breach and its intention to terminate, provided that the breaching party does not cure the claimed breach within such 30 day period or within such longer period as may be terminated with respect to any particular Agreement Program at any time during provided in the Term upon written notice by either Party if (a) from the other Party is in material non-breaching party. If the breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not been cured within such breach 30 day period or within [***] such longer period as may be provided in the case of first written notice from the non-breaching party, the non-breaching party may send a payment breachsecond written notice to the breaching party notifying the breaching party that this Agreement, or within [***] in the case of all other breachesapplicable portions thereof, 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 delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breachterminated. 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 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 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 Operating Procedures, Central ▇▇▇▇▇▇ procedures, polices and any other requirement contained in the event that Wireless Attachment Agreement; vi) Licensee’s assigning, sub-licensing, subletting or transferring all or a portion of the breach relates Wireless Attachment Agreement to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933others without Central ▇▇▇▇▇▇’▇ prior, AS AMENDED. obligations express written consent, where required under the Wireless Attachment Agreement; vii) Licensee's dissolving or being liquidated or admitting in writing its inability to use Commercially Reasonable Efforts in Developing pay its debts as they become due, or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation failing to lift an execution, garnishment or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency attachment of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in consequence as will impair the time allowed for an appeal in such legal action, Licensee's ability to have materially breached perform substantially its obligations pursuant to this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed ProductWireless Attachment Agreement, or (iicommitting any act of bankruptcy or being adjudicated as a bankrupt, or making an assignment for the benefit of creditors, or entering into an agreement of composition with its creditors; and viii) Genzyme admits in such legal action Licensee’s failure to provide or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following maintain the Parties’ receipt requisite security required under Section 10 of such decision or immediately following such admission, as applicablethese Standard Terms and Conditions.

Termination for Breach. This Agreement may be terminated Failure by a Party to comply with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) the other Party is in material breach of its material obligations hereunder with respect contained herein will entitle the Party not in default to such Agreement Program and (b) give to the other defaulting Party has not cured such breach within [***] in notice specifying the case nature of a payment the material breach, requiring the defaulting Party to make good or within [***] in otherwise cure such material breach, providing specific actions that the case defaulting Party could take to cure such material breach, and stating its intention to invoke the provisions of all other breaches, after notice requesting cure of the breach; provided, however, that Section 16.2 if any breach other than a payment such material breach is not reasonably curable cured. If such material breach is not cured within [***] and ninety (90) days after the receipt of such notice (or, if a such material breach cannot be cured within such ninety (90) day period, if the defaulting Party is making a bona fide effort does not commence actions to cure such breachmaterial breach within such period and thereafter diligently continue such actions), such termination shall the Party not in default will be delayed for a time period entitled, without limiting any of its other rights conferred on it by this Agreement (except as expressly set forth herein), to be agreed terminate this Agreement by both Parties, not providing written notice to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breachthe breaching Party. Notwithstanding anything to the foregoingcontrary herein, in the event that of termination of the Agreement by IntelGenx as a result of Pacific's material breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933of this Agreement, 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 without derogating from any oflntelGenx' other rights at law, IntelGenx shall have the right to continue any and/or all activities contemplated in under and/or by this Agreement, terminate this Agreement all rights granted to Pacific, continue utilizing the Patents and the Know-How for the exploitation of the Products, with respect the right to such Licensed Program and initiates set-off, from any sums due to Pacific hereunder, amounts equivalent to any damage caused to IntelGenx as a legal action result of Pacific breach hereunder. Notwithstanding anything to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is foundcontrary herein, in an unappealable decision the event of termination of the Agreement by Pacific as a court result oflntelGenx' material breach of competent jurisdiction or an appealable decision this Agreement, and without derogating from any of a court Pacific's other rights at law, Pacific shall have the right to continue any and/or all activities contemplated in under and/or by this Agreement, terminate 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 competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to 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 with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableProducts.

Termination for Breach. This Either Party may terminate this Agreement for a material breach or default by the other Party by giving the breaching Party written notice, specifying the breach or default, and giving the breaching Party thirty (30) days to cure such breach or default. For the avoidance of doubt either Party may be terminated terminate with respect to any particular individual Product which termination shall not effect the viability of the Agreement Program at any time during the Term upon written notice by either Party if (a) the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) any remaining Products. If the other Party breach or default has not been cured within thirty (30) days after the receipt of such breach within [***] in notice the case of a payment breachNon-Defaulting Party shall be entitled, or within [***] in the case of all other breacheswithout prejudice, after notice requesting cure of the breachto terminate this Agreement; provided, however, that if any such breach other than a payment breach is 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 curable within [***] and if a Party is making a bona fide effort diligent efforts to cure such breach, such termination and the Non-Defaulting Party shall not be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 right permitted to terminate this Agreement with respect to under this Section during any such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] 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, then this Agreement 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 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 terminate with respect constitute grounds for a claim of any breach of this Agreement, and Customer specifically waives any right 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 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 have materially breached this Agreement with respect to its obligation claim any breach under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing based on any such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableprior deviations from cGMP.

Termination for Breach. This PD-1 License Agreement and the rights granted herein may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) for the material breach by the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) this PD-1 License Agreement, provided, that if the other breaching Party has not cured such breach within [***] in the case of a payment breach, ]s (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 delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order the case of Celgene’s payment obligations under this PD-1 License Agreement with respect to permit such a material breach by either Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations its obligation to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached Efforts, each as applicable) (the “Cure Period”) after the date of written notice to the breaching Party of such obligation or whether breach, which notice shall describe such breach gives Voyager in reasonable detail and shall state the right 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 become effective 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 Period, or, if such breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party. The Parties understand and agree that the totality of this PD-1 License Agreement and the totality of the circumstances with respect to such Licensed Program this PD-1 License Agreement will be taken into account and initiates assessed as a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency whole for purposes of such legal action, provided that if (i) Genzyme determining whether a breach is found, in an unappealable decision by a court of competent jurisdiction or 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 have materially breached this Agreement with respect to its obligation material under this Agreement to 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 with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicablePD-1 License Agreement.

Termination for Breach. This Agreement may be terminated with respect Each Party (the “Non-Breaching Party”) shall have the right, without prejudice to any particular Agreement Program other remedies available to it at any time during the Term upon written notice by either Party if (a) the other Party is law or in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breachequity, 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 delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 right to terminate this Agreement with respect in its entirety upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such Licensed Program and initiates material breach in reasonable detail, fails to cure such material breach, or if such material breach is not susceptible to cure within the Cure Period, fails to deliver to the Non-Breaching Party a legal action written plan that is reasonably calculated to resolve such dispute material breach, within ninety (90) days from the foregoing [***] cure perioddate of such notice (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”). If the Parties reasonably and in good faith disagree as to whether there has been a material breach, then this Agreement shall not terminate the Party that disputes that there has been a material breach may contest the allegation in accordance with respect to such Licensed Program Article 14. It is understood and acknowledged that, during the pendency of such legal actiona Dispute, provided that if (i) Genzyme is foundthe Cure Period shall be extended by the period of time of such pendency, in an unappealable decision by a court all of competent jurisdiction or an appealable decision the terms and conditions of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect shall remain in effect, and the Parties shall continue to its obligation perform all of their respective obligations under this Agreement to use Commercially Reasonable Efforts Agreement. If in Developing or Commercializing connection with such Licensed ProductDispute brought under Article 14, or (ii) Genzyme admits in such legal action or settlement thereof an arbitrator determines that it Allergan has materially breached this Agreement with respect its obligations under Section 4.2 or 6.2 or asserts a patent challenge pursuant to such Licensed ProductSection 13.4 that is not permitted under Section 13.4, then this Agreement shall terminate immediately with respect to and the consequences of 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 Licensed Program following material breach or the character, frequency, nature and extent of such breach (including the culpability of the Parties’ receipt ) supports termination of such decision this Agreement as an appropriate remedy. Nothing in this Section 13.3 shall limit a Party’s ability to seek remedies available under this Agreement in law or immediately following such admission, as applicableequity.

Termination for Breach. This (a) Upon any breach of, or default under, any material provision of this Agreement may be terminated by Barrier with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach`683 Product, 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 delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 right to JJCC may terminate this Agreement with respect to the `683 Patent Rights and the JJCC Know-How relating to the Sebderm Product by giving ninety (90) days written notice to Barrier. Said notice shall become effective at the end of such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then unless during said period Barrier shall cure such breach or default. ** Certain information in these exhibits has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. (b) Upon any breach of, or default under, any material provision of this Agreement shall not by JJCC with respect to a `683 Product, Barrier may terminate JJCC's rights under Section 5 with respect to such Licensed Program during `683 Product by giving ninety (90) days written notice to JJCC. Said notice shall become effective at the pendency end of such legal actionperiod, provided that if unless during said period, JJCC shall cure such breach or default. (ic) Genzyme is foundUpon any breach of, in an unappealable decision or default under, any material provision of this Agreement by Barrier with respect to a court of competent jurisdiction or 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`932 Product, to have materially breached JJCC may terminate this Agreement with respect to its obligation under 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, unless during said period Barrier shall cure such breach or default. (d) Upon any breach of, or default under, any material provision of this Agreement by JJCC with respect to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed a `932 Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement Barrier may terminate JJCC's rights under Section 5 with respect to such Licensed Product, then this Agreement `932 Product by giving ninety (90) days written notice to JJCC. Said notice shall terminate immediately with respect to such Licensed Program following become effective at the Parties’ receipt end of such decision period unless during said period, JJCC shall cure such breach or immediately following such admissiondefault. (e) The rights of the non-breaching party set forth in this Section 11.2 shall be in addition to, as applicableand not in lieu of, any other remedies to which the non-breaching party may be entitled at law or equity.

Termination for Breach. 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 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 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 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 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 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 if 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 terminated with respect to any particular Agreement Program at any time during assigned freely. Such assignment shall not release the Term upon written notice by either Party if (a) the other Party is in material breach of relevant party from its obligations hereunder and responsibilities. Bankruptcy, composition with creditors, etc. In the event of debt rescheduling proceedings, composition with creditors, bankruptcy, or any other 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 Agreement Program and (b) the other Party has not cured such breach within [***] authorisations in the case of a payment breach, export or within [***] in re-export of such products. Force majeure If an extraordinary situation should arise which is outside the case of all other breaches, after notice requesting cure control 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 delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period parties which makes performance of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not 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 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 have materially breached this Agreement with respect to its obligation duties under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Productimpossible, and which under Norwegian law must be classified as force majeure, the other party shall be notified of this as soon as possible. The obligations of the 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 (ii90) Genzyme admits calendar days as of the date on which the situation arose, and in such legal action or settlement thereof 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 it has materially breached this Agreement with respect must be deemed relevant to such Licensed Product, then this Agreement the other party. Such information shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, be disclosed as applicablesoon as possible.

Termination for Breach. This Agreement Either Party may be terminated with respect to any particular Agreement Program at any time during the Term terminate this Agreement, effective immediately upon written notice to the other Party, for a material breach by either Party if (a) the other Party is in material breach of its obligations hereunder with respect to such any term of this Agreement Program and (b) the other Party has not cured such breach within that remains uncured for [***] in the case of a payment breach, or within days ([***] 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 delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, days in the event that the breach relates is a failure of either Party to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations make any payment required hereunder) after the non-breaching Party first gives written notice 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 the other Party of such breach gives Voyager the right and its intent to terminate this Agreement if such breach is not cured; provided, that, (a) in the event 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 right, on a country-by-country (or with respect to European countries, Europe) and Collaboration Aptamer-by-Collaboration Aptamer and/or Product-by-Product basis, to (i) terminate MERCK’s rights with respect to such Licensed Program Target and/or such Collaboration Aptamer and/or Product (but leaving unaffected MERCK’s rights under this Agreement to any other Program Target, Portions of this Exhibit were omitted and initiates a legal action have been filed separately with the Secretary of the Commission pursuant to resolve such dispute within the foregoing Company’s application requesting confidential treatment under Rule 406 of the Securities Act. Collaboration Aptamer(s) or Product(s)) or (ii) upon [***] cure perioddays written notice to MERCK, then this Agreement shall 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 terminate 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 such Licensed Program during ARCHEMIX’s Co-Development Activities, MERCK shall only have the pendency of such legal actionright, provided that if (i) Genzyme is found, in an unappealable decision by on a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal actionCollaboration Aptamer-by-Collaboration Aptamer basis and/or Product-by-Product basis, to have materially breached this Agreement with respect terminate the right of ARCHEMIX to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing Co-Develop such Licensed Collaboration Aptamer and/or Product. For purposes of clarity, or (iia breach by MERCK of any of Sections 4.10.6(a) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement through 4.10.6(c) shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableconstitute a material breach.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either A Party if (a“Non-Breaching Party”) the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, 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 delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 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 such Licensed Program and initiates which, the Non-Breaching Party intends to have this Agreement terminate. The Breaching Party shall have a legal action to resolve such dispute within the foregoing period of […***…] after such written notice is provided (“Peremptory Notice Period”) to cure periodsuch breach. If the Breaching Party has a dispute as to whether such breach occurred or has been cured, then 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 shall not terminate with respect to such Licensed Program was materially breached. It is understood and acknowledged that, during the pendency of such legal actiona dispute, provided that if (i) Genzyme is found, in an unappealable decision by a court all of competent jurisdiction or an appealable decision the terms and conditions of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect shall remain in effect, and the Parties shall continue to its obligation perform all of their respective obligations under this Agreement Agreement. Upon such agreement or determination of material breach or failure to use Commercially Reasonable Efforts in Developing or Commercializing cure, the Breaching Party may have the remainder of the Peremptory Notice Period to cure such Licensed Product, or (ii) Genzyme admits in breach. If such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Productbreach is not cured within the Peremptory Notice Period, then absent withdrawal of the Non-Breaching Party’s request for termination, this Agreement shall terminate immediately in accordance with respect 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 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 such Licensed Program following fulfill its obligations under Section 7.5.2, and 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 Parties’ receipt 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 […***…] of such decision Material Average Delivery Time Failure or immediately following Material Performance Standards Failure, and no cure period as provided under this Section 17.2.2 shall be applicable for such admission, as applicabletermination.

Termination for Breach. This Agreement If a Party materially breaches this Agreement, the non-breaching Party may be terminated provide the breaching Party with respect to any particular Agreement Program at any time during the Term upon a written notice by either Party specifying the nature of the breach, and stating its intention to terminate this Agreement if such breach is not cured. If (a) the other Party is in material breach of its obligations hereunder is with respect to such Agreement Program 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 Party has than a payment obligation and is not cured such breach by the allegedly breaching Party within [***] in days after the case receipt of a payment 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 each case the non-breaching Party shall be entitled, without prejudice to any of its other rights under this Agreement, and in 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 [***] days of receipt of written notice from the other Party of termination (x) provide written notice of that dispute putting forward in reasonable detail the case of all other breachesrationale for disputing the alleged breach to the notifying Party and (y) initiate arbitration procedures in accordance with Section 15.1, after notice requesting cure of the breach; providedin which case, however, that if any breach other than a payment breach is such termination shall not reasonably curable within be effective until [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding days after the foregoing, in the event arbitration award determining that the conditions for termination of this Section 12.2.3 are met; provided, that, the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 is not cured within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program day period and during the pendency of any such legal actionarbitration the Parties shall continue performing their respective obligations, provided that if (i) Genzyme is foundand exercising their respective rights, in an unappealable decision by a court of competent jurisdiction or 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 have materially breached this Agreement with respect to its obligation under this Agreement Agreement. The Parties hereby agree to use Commercially Reasonable Efforts in Developing or Commercializing take such Licensed Product, or (ii) Genzyme admits in steps as may be reasonably necessary to complete such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following arbitration process as expeditiously as possible given the Parties’ receipt of such decision or immediately following such admission, as applicablecircumstances.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (ai) the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, 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 Affymax shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 have the right to terminate this Agreement upon written notice to Takeda if Takeda, after receiving written notice identifying such material breach by Takeda, 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 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 activities to be 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 activities described in the plan; and provided, further, 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 Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall applicable country but may not 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 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 have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or any other countries. (ii) Genzyme admits Takeda shall have the right to terminate this Agreement 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 legal action or settlement thereof material breach is solely based upon Affymax's failure to pay any amounts due Takeda hereunder); provided, that it if such breach cannot be remedied within such 90-day period and Affymax has materially breached 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 the plan; and provided, further, that if such material breach relates solely to a particular country in the Licensed Territory, then Takeda may terminate this Agreement only with respect to the applicable country but may not terminate this Agreement with respect to such Licensed Productany 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 breach of representations, warranties, obligations or agreements made in this Agreement by such breaching Party, and the non-breaching Party shall terminate immediately with respect be entitled to pursue legal and equitable remedies arising from such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicablebreach that are available to it.

Termination for Breach. This Failure by a Party to comply with any of its material obligations contained herein will entitle the Party not in default to give to the defaulting Party notice specifying the nature of the material breach, requiring the defaulting Party to make good or otherwise cure such material breach, providing specific actions that the defaulting Party could take to cure such material breach, and stating its intention to invoke the provisions of Section 14.3 if such material breach is not cured. If such material breach is not cured within 90 days after the receipt of such notice (or, if such material breach cannot be cured within such 90-day period, if the defaulting Party does not commence actions to cure such material breach within such period and thereafter diligently continue such actions), the Party not in default will be entitled, without limiting any of its other rights conferred on it by this Agreement may be terminated (except as expressly set forth herein), 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 respect the right to set-off, from any sums due to the Egalet hereunder, amounts equivalent to any particular damage caused to RedHill as a result of Egalet’s breach hereunder. Notwithstanding, it is clarified that Egalet shall not be entitled to terminate this Agreement Program at for any time during reason whatsoever once the Royalty Term upon written notice by either Party has expired, provided that this shall not derogate from any right of termination available to Egalet if (a) the other Party is in material breach RedHill has not complied with any and all of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, or within [***] in the case of all other breaches, after notice requesting cure as per elapse 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 delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not 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 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 have materially breached this Agreement with respect to its obligation under this Agreement to 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 with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableRoyalty Term.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) in the event of the material breach by the other Party is in material breach of its obligations hereunder with respect to such Agreement Program the terms and (b) conditions hereof and any infringement by one Party of the Intellectual Property of the other Party has not cured such breach within [***] in the case of shall be considered a payment breach, or within [***] in the case of all other breaches, after notice requesting cure of the material breach; provided, however, that if any breach the other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort shall first give to cure the breaching Party written notice of the proposed termination or cancellation of this Agreement, specifying the grounds therefore. Upon receipt of such breachnotice, such termination the breaching Party shall be delayed for a time period have sixty (60) Days to be agreed respond by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure curing such breach. Notwithstanding If the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 breaching Party does not cure such breach gives Voyager within such cure period, then (a) if Amarin is the breaching Party, Equateq shall (i) have the right to terminate this Agreement with respect 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 the subject of a Purchase Order submitted by Amarin prior to such Licensed Program termination and initiates other quantities set forth in the binding portion of a legal action to resolve such dispute within the foregoing [***] cure periodForecast (but not other quantities forecasted in a [***] Forecast or the Technical Batches, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal actionRegistration/Stability Batches, provided that the Commercial Validation Batches or the Minimum Purchase Requirements); or (b) if Equateq is the breaching Party, Amarin (i) Genzyme is foundshall have the right to terminate this Agreement, in an unappealable decision by a court of competent jurisdiction whole or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal actionpart, and as its sole remedy, subject to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Productsection 15.8, or (ii) Genzyme admits Equateq shall pay to Amarin the price payable in such legal action or settlement thereof that it has materially breached this Agreement with respect excess of the API Price in engaging a Secondary Supplier to supply API not supplied by Equateq prior to the effective date of termination which API is the subject of a Purchase Order submitted by Amarin prior to such Licensed Producttermination and other such quantities set forth in the binding portion of the [***] Forecast (but not other quantities forecasted in a [***] Forecast or the Technical Batches, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision Registration/Stability Batches, the Commercial Validation Batches or immediately following such admission, as applicablethe Minimum Purchase Requirements).

Termination for Breach. This Agreement may be terminated with respect 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 particular other rights and remedies available to such Party at law or in equity, to terminate this Agreement Program at any time during in the Term upon written notice by either Party if (a) event the other Party (the “Breaching Party”) is in material breach of its obligations hereunder 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 such Agreement Program and (b) material breaches of any payment provision hereunder, the other Breaching Party has not cured such breach within shall have a period of [***] in the case of a payment days after such Breach Notice is provided to cure such breach, or within [***] in the case of . With respect to all other breaches, after notice requesting cure the Breaching Party shall have a period of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party days after such Breach Notice is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time provided to cure such breach. Notwithstanding anything to the foregoingcontrary in this Section 14.03 (Termination for Breach), in the event with respect to any breach by Licensee that the results, or could reasonably be expected to result in, a breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “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. 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 If such breach gives Voyager 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 to terminate this Agreement only with respect to such Licensed Program and initiates Jurisdiction(s); provided, further, that, solely with respect to any breach (other than a legal action breach of any payment provision) that is not reasonably likely to resolve such dispute within result in a breach of any In-License Agreement, the foregoing 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, then 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 deemed a waiver as to any subsequent or similar breach. In the event Licensee is entitled to terminate with respect this Agreement in its entirety pursuant to this Section 14.03 (Termination for Breach), as an alternative to such Licensed Program during the pendency of such legal actiontermination, provided that if (i) Genzyme is foundLicensee may elect upon written notice to Tetraphase that, in as an unappealable decision by a court of competent jurisdiction or 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 have materially breached this Agreement with respect to its obligation under this Agreement to 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 with respect alternative to such Licensed Producttermination, then from the date on which such termination would otherwise have become effective, any royalties otherwise payable by Licensee to Tetraphase pursuant to Section 8.04 (Royalties) shall be reduced by [**] percent ([**]%) and, for clarity, this Agreement shall terminate immediately with respect otherwise continue in full force and effect. Such election by Licensee of a royalty reduction as an alternative to such Licensed Program following the Parties’ receipt of such decision termination for a breach shall not be deemed a waiver as to any subsequent or immediately following such admission, as applicablesimilar breach.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during In the Term upon written notice by either event a Party if (a“Breaching Party”) the other Party is in material breach of any of its obligations hereunder under this Agreement, including under Section 9, the other Party (“Non-Breaching Party”) shall have the right to terminate this Agreement in its entirety in accordance with this Section 18.2.1; provided that, if such material breach does not constitute a material breach of the 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 Non-Breaching Party shall have the right to terminate this Agreement solely with respect to such Agreement Program Product, Non-Exclusive Research Target, Exclusive Research Target or Development Target in accordance with this Section 18.2.1. The Non-Breaching Party shall provide written notice to the Breaching Party, which notice shall identify the breach and (b) the other Party has not cured Products, Non-Exclusive Research Targets, Exclusive Research Targets or Development Targets to which such breach within relates. 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 has occurred or has been cured, it will so notify the Non-Breaching Party in writing, and the case Peremptory Notice Period shall be tolled until such dispute is resolved pursuant to Section 19.2. Upon a final determination of a payment breachbreach or failure to cure, or within [***] in the case of all other breaches, after notice requesting cure 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 to which the Agreement is terminating, which termination will be effective as of the date such written notice is received by the Breaching Party; provided, however, that if any breach other than a payment such breach is not reasonably curable within such [***] period and if a the Breaching Party is making a bona fide effort using good faith efforts to cure such breachbreach during such [***] period, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed then the Breaching Party will have an additional [***], in order to permit such Party a reasonable period of time ] to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not 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 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 have materially breached this Agreement with respect to its obligation under this Agreement to 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 with respect to such Licensed Product, then 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. This Agreement may be terminated with respect Either Party may, without prejudice to any particular other remedies available to it at law or in equity, terminate this Agreement Program at any time during the Term upon written notice by either Party if (a) to the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the event that the other Party (the “Breaching Party”) shall 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 not cured any such breach within [***] in or default prior to the case expiration of a payment breachsuch sixty (60) day period (thirty (30) day period for non-payment), or within [***] in the case of all other breaches, after notice requesting cure such Termination shall become effective upon receipt of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a written notice of termination by the Breaching Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable given within ten (10) days of the end of the sixty (60) day period of time to cure such breach(thirty (30) day period for non-payment). Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 Pfizer shall not have the right 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 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 at fault with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure periodthereto, then this Agreement at Pfizer’s sole discretion, Pfizer shall not terminate with respect have the right to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision receive a cash payment from Auxilium equal to the reasonable Out-of-Pocket Costs borne by a court Pfizer to remedy or cure such breach of competent jurisdiction or 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 have materially breached this BTC License Agreement with respect to its obligation under this Agreement to 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 set-off against any future 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 respect 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 Licensed Productdirect license, then this 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 terminate immediately with respect 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 Licensed Program following breach of the Parties’ receipt of such decision or immediately following such admission, as applicableBTC License Agreement.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) In the other Party is in event of a material breach of its obligations hereunder with respect this Agreement, the non-breaching party shall be entitled to terminate this Agreement by written notice to the breaching party, if such Agreement Program and breach is 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 the event of a bonafide good faith dispute regarding whether in fact a breach has occurred (other Party has than a dispute regarding an alleged breach by Company of Article 11 (Use of Names), which for clarity shall not cured be subject to the following), if the party alleged to be in breach of a material obligation or provision of this Agreement disputes such breach within the applicable ninety (90) day period, the 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 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 State of New York pursuant to the commercial arbitration rules of the AAA, as modified by the procedures set forth in this Section 8.2(b). The arbitrator shall be selected by mutual agreement of the parties; provided, [***] Certain information in this document has been omitted and filed separately with the case of a payment breach, or within [***] in Securities and Exchange Commission. Confidential treatment has been requested with respect to the case of all other breaches, after notice requesting cure of the breach; provided, omitted portions. however, that if any 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 other 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 payment breach is not reasonably curable within [***] of a material obligation or provision of this Agreement and if a Party is making a bona fide effort the breaching party fails to cure such breachalleged breach within thirty (30) days after such determination, such termination shall be delayed for a time period the non-breaching party may terminate this Agreement forthwith by written notice to be agreed by both Partiesthe other party. If on the other hand, the arbitrator determines that it is more likely than not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the asserted breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing was not a Licensed Product within breach of a Licensed Program and Genzyme disputes whether it has breached such material obligation or whether such breach gives Voyager provision of this Agreement, the non-breaching party shall not have the right to terminate this Agreement with respect to such Licensed Program unless and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not 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 until it has been finally determined by a court of competent jurisdiction that a material obligation or an appealable decision 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 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 case, a final determination of whether a breach of a material obligation or provision of this Agreement has occurred shall be determined only by a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to 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 with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicablejurisdiction.

Termination for Breach. This Either Party may terminate this Agreement for a material breach or default by the other Party by giving the breaching Party written notice, specifying the breach or default, and giving the breaching Party thirty (30) days to cure such breach or default. For the avoidance of doubt either Party may be terminated terminate with respect to any particular individual Product which termination shall not affect the viability of the Agreement Program at any time during the Term upon written notice by either Party if (a) the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) any remaining Products. If the other Party breach or default has not been cured within thirty (30) days after the receipt of such breach within [***] in notice the case of a payment breachnon-defaulting Party shall be entitled, or within [***] in the case of all other breacheswithout prejudice, after notice requesting cure of the breachto terminate this Agreement; provided, however, that if any such breach other than a payment breach is 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 curable within [***] and if a Party is making a bona fide effort diligent efforts to cure such breach, such termination and the non-defaulting Party shall not be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 right permitted to terminate this Agreement with respect to under this Section during any such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] 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 required in this section 12.3 shall constitute a breach. Customer acknowledges that it is aware that in May 2011 and November 2011, then this Agreement 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 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 terminate with respect constitute grounds for a claim of any breach of this Agreement, and Customer specifically waives any right 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 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 have materially breached this Agreement with respect to its obligation claim any breach under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing based on any such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableprior deviations from cGMP.

Termination for Breach. This Agreement 7.3.1 Without prejudice to any other remedies that may be terminated with respect to any particular Agreement Program at any time during available under this Agreement, in the Term upon written notice by either Party if (a) event that Licensee, on the one hand, or Licensor, on the other Party is in material breach of its obligations hereunder with respect to such Agreement Program hand, has materially breached this Agreement, and (b) the other breaching Party has not cured such breach (to the reasonable satisfaction of the non-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, the non-breaching Party may terminate this Agreement, 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 with immediate effect. Notwithstanding the above, in the case of a payment breachfailure to timely pay any undisputed amounts due hereunder, or within [***] in the case of all other breaches, after notice requesting period for cure of the breach; provided, however, that if any such 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 delayed for a time period thirty (30) 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 by providing written notice to be agreed by both Parties, not to exceed an additional [***], in order to permit such the other Party a reasonable period of time to cure such breach. with immediate effect. 7.3.2 Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not 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 if such uncured material breach by Licensee involves only a court of competent jurisdiction specific Product or 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 have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed ProductTarget, or (ii) Genzyme admits in such legal action a specific Sublicensee or settlement thereof that it Third Party Contractor (and the Licensee has materially breached 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 Licensed ProductProduct 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 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 Products, Targets, Sublicensees or Third Party Contractors licensed hereunder. For clarity, a breach by Licensee and/or a 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 terminate immediately with respect to such Licensed Program following the Parties’ receipt be deemed a material breach of such decision or immediately following such admission, as applicablethis Agreement.

Termination for Breach. This Agreement may be terminated with respect 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 particular other rights and remedies available to such Party at law or in equity, to terminate this Agreement Program at any time during in the Term upon written notice by either Party if (a) event the other Party (the “Breaching Party”) is in material breach of its obligations hereunder 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 Agreement Program and (b) Breach Notice is provided to cure such breach. With respect to all other material breaches, the other Breaching Party has not cured shall have a period of [***] days after such Breach Notice is provided to cure such breach, provided that if the Breaching Party demonstrates good faith efforts to execute a plan reasonably calculated to cure such breach within [***] in the case of a payment breachdays thereafter, or within [***] in the case of all other breaches, after notice requesting then such 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 period shall be delayed for a time period to be agreed extended by both Parties, not to exceed an additional [***]] days. If a material breach for which a Breach Notice is provided is not cured within the applicable period set forth above, in order to permit such then the Non-Breaching Party a reasonable period of time to cure such breach. Notwithstanding the foregoingmay, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933at its election, 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 right to terminate this Agreement with respect upon written notice to such Licensed Program 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 initiates the Breaching Party disputes the existence of a legal action to resolve material breach in good faith, then the Breaching Party may refer such dispute within to the foregoing dispute resolution process set forth in ARTICLE XIV (Dispute Resolution; Governing Law). The [***] day cure period, then period set forth in this Agreement Section 13.04 (Termination for Breach) shall not terminate with respect to such Licensed Program be tolled during the pendency of such legal actiondispute, provided that if (i) Genzyme is found, in an unappealable decision by a court and all of competent jurisdiction or an appealable decision the terms of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect will remain in effect and the Parties will continue to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing perform all of their respective obligations hereunder during such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicablependency.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either A Party if (a“Non-Breaching Party”) the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, 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 delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 have the right to terminate this Agreement on a Work Stream-by-Work Stream basis, or, for Roche, on an Approved Marker or Investigational Marker basis in the case of the CDx Development Program, in the event the other Party (“Breaching Party”) is in material breach 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 respect 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 such Licensed Program and initiates terminate the Work Stream (or Approved Marker or Investigational Marker program) to which a legal action material breach of a material obligation relates. The Non-Breaching Party shall provide written notice to resolve such dispute within the foregoing 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 periodsuch breach or, then this Agreement 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, (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 not terminate with respect and the expiration of the Peremptory Notice Period shall be tolled until such dispute is resolved pursuant to Section 19.2. If such Licensed Program during dispute is resolved by finding that the pendency 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 such legal action, provided that if (i) Genzyme breach. If such breach is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in cured within the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to 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 with respect to such Licensed ProductPeremptory Notice Period, then this Agreement absent withdrawal of the Non-Breaching Party’s request for termination, the relevant Work Stream (or Approved Marker or Investigational Marker program) shall terminate immediately in accordance with respect to such Licensed Program following the Parties’ receipt notice from the Non-Breaching Party as of such decision or immediately following such admission, as applicablethe expiration of the Peremptory Notice Period.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (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 in the event the other Party (the “breaching Party”) is in material breach of any of its obligations hereunder under this Agreement. The non-breaching Party shall first provide written notice to the breaching Party, which notice shall identify with respect to such Agreement Program and particularity the alleged breach. The breaching Party shall have a period of ninety (b90) the other Party has not cured such breach within [***] days, or fifteen (15) days in the case of a any default of payment breach, or within [***] in the case of all other breachesundisputed amounts, after such written notice requesting is provided to cure of the such breach; provided, however, that if any breach (other than a payment breach default) is otherwise curable but cannot reasonably curable be cured within [***] and ninety (90) days, then if the breaching Party submits to the non-breaching Party a Party is making a bona fide effort reasonable plan to cure such breach, such termination then the non-breaching Party’s right to terminate shall be delayed for a time period so long as the breaching Party continues to be agreed by both Parties, not to exceed an additional [***], in order to permit make such Party a reasonable period of time efforts to cure such breachbreach in accordance with such plan. If such breach is not cured within such period, this Agreement may be terminated at end of such period by written notice from the non-breaching Party. Notwithstanding the foregoing, if at any time during the term of this Agreement, BioMarin receives written notice of a material breach under the EUSA License which notice is based on Catalyst’s failure to perform under this Agreement, BioMarin shall give written notice to Catalyst describing in detail the event 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 such 60-day period, Catalyst has commenced and diligently continued actions to cure such breach 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 Parties acknowledge that termination for a Party’s material breach under this Agreement may not be 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 such material breach, and (ii) whether the non-breaching Party may be adequately compensated for the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933other than through termination, AS AMENDED. obligations to use Commercially Reasonable Efforts such as through remedies in Developing law or Commercializing equity. (b) If the alleged breaching Party disputes in good faith the existence or materiality of a Licensed Product within breach specified in a Licensed Program and Genzyme notice provided by the other Party or disputes whether it has breached termination of this Agreement would be the appropriate remedy for such obligation or whether breach, and such breach gives Voyager alleged breaching Party provides the other Party written notice of such dispute within the applicable cure period set forth above, then the other Party shall not have the right to terminate this Agreement unless and until (i) it has been determined in accordance with respect 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 Licensed Program 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 initiates a legal action (b) above, in the event Catalyst fails to resolve 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 dispute within the foregoing [***] cure twenty-four month period, then and provided that BioMarin has complied with its supply obligations under Section 5.1, BioMarin shall have the right to terminate this Agreement shall not terminate with respect to such Licensed Program during the pendency immediately upon giving Catalyst written notice of such legal actiontermination, provided that if BioMarin gives Catalyst such written notice of termination within thirty (i30) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or 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 have materially breached this Agreement with respect to its obligation under this Agreement to 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 with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt days after expiration of such decision or immediately following such admission, as applicabletwenty-four month period.

Termination for Breach. This Agreement In the event that any material provision of this AGREEMENT is breached by either party, the nonbreaching party may be terminated with respect to any particular Agreement Program at any time during give the Term upon breaching party written notice by either Party if (a) requiring it to remedy such breach. In the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) event the other Party has breaching party shall not have fully cured such breach within [***] sixty days after receipt of such notice (or in the case of a payment breachbreach which is not by its nature capable of being cured within sixty days, if the 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 within [***] in if the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach other than parties have not otherwise agreed on a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort plan to cure remedy such breach, the 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 termination breach relates only to a specific PRODUCT, the non-breaching party shall be delayed for a time period entitled, but not obligated, to be agreed by both Parties, not terminate this AGREEMENT only as to exceed an additional [***], in order the specific PRODUCT to permit which such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED HAS BEEN REDACTED AND REPLACED WITH “[***]”IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. A COMPLETE VERSION OF THIS EXHIBIT REDACTED MATERIAL IS BRACKETED AND 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 1933COMMISSION. relates. Notwithstanding anything contained in this AGREEMENT to the contrary, 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 right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement APOLLON shall not terminate with respect be deemed to such Licensed Program during be in breach of this AGREEMENT in the pendency event it shall fail to satisfy its obligations pursuant to Article II hereof; provided ACY is successfully manufacturing, pursuant to Article V hereof, the PRODUCT(S) which APOLLON has failed to supply. (a) Upon any termination of such legal actionthis entire AGREEMENT pursuant to this Paragraph 13.4, provided that if (i) Genzyme is foundall rights and obligations of the breaching party hereunder shall, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal actionexcept as expressly set forth herein, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Productimmediately terminate, or and (ii) Genzyme admits in such legal action all obligations of the non-breaching party hereunder (other.than the obligation to make any payments due the breaching party under Paragraph 6.5 or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admissionParagraph 6.6, as applicable) shall, except as expressly set forth herein, immediately terminate. (b) 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 specific PRODUCT shall, except as expressly set forth herein, immediately terminate, and (ii) all obligations of the non-breaching party hereunder as to such specific PRODUCT (other than the obligation to make any payments due the breaching party under Paragraphs 6.5 or 6.6, as applicable) shall, except as expressly set forth herein, immediately terminate.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (ai) the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, 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 Affymax shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 have the right to terminate this Agreement upon written notice to Takeda if Takeda, after receiving written notice identifying such material breach by Takeda, 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 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 activities to be 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 activities described in the plan; and provided, further, 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 Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall applicable country but may not 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 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 have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or any other countries. (ii) Genzyme admits Takeda shall have the right to terminate this Agreement 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 legal action or settlement thereof material breach is solely based upon Affymax’s failure to pay any amounts due Takeda hereunder); provided, that it if such breach cannot be remedied within such 90-day period and Affymax has materially breached 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 the plan; and provided, further, that if such material breach relates solely to a particular country in the Licensed Territory, then Takeda may terminate this Agreement only with respect to the applicable country but may not terminate this Agreement with respect to such Licensed Productany 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 breach of representations, warranties, obligations or agreements made in this Agreement by such breaching Party, and the non-breaching Party shall terminate immediately with respect be entitled to pursue legal and equitable remedies arising from such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicablebreach that are available to it.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either A Party if (a“Non-Breaching Party”) the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, 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 delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 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 such Licensed Program and initiates which, the Non-Breaching Party intends to have this Agreement terminate. The Breaching Party shall have a legal action to resolve such dispute within the foregoing period of […***…] after such written notice is provided (“Peremptory Notice Period”) to cure periodsuch breach. If the Breaching Party has a dispute as to whether such breach occurred or has been cured, then 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 shall not terminate with respect to such Licensed Program was materially breached. It is understood and acknowledged that, during the pendency of such legal actiona dispute, provided that if (i) Genzyme is found, in an unappealable decision by a court all of competent jurisdiction or an appealable decision the terms and conditions of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect shall remain in effect, and the Parties shall continue to its obligation perform all of their respective obligations under this Agreement Agreement. Upon such agreement or determination of material breach or failure to use Commercially Reasonable Efforts in Developing or Commercializing cure, the Breaching Party may have the remainder of the Peremptory Notice Period to cure such Licensed Productbreach. If such breach is not cured within the Peremptory Notice Period, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Productthen, then absent withdrawal of the Non-Breaching Party’s request for termination, this Agreement shall terminate immediately in accordance with respect 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 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 such Licensed Program following fulfill its obligations under Section 7.5.2, and (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 the Parties’ receipt 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 […***…] of such decision Material Average Delivery Time Failure or immediately following Material Performance Standards Failure, and no cure period as provided under this Section 17.2.2 shall be applicable for such admission, as applicabletermination.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, 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 delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in In the event that the breach relates arbitration referred to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing Section 7.4 results in a Licensed Product within a Licensed Program finding that the Breaching Party materially breached this Agreement and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager 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 upon written notice to Breaching Party. Notwithstanding the foregoing, the breach constituted a failure by Licensee to meet the service quality requirements for the applicable IANA Services as described in Section 2.2, Licensor’s sole and exclusive remedies hereunder shall be limited to the terms of Section 6.3. ARTICLE 8 NO WARRANTY Licensor makes no warranty or representation whatsoever, express or implied, regarding the validity or enforceability of the IANA Intellectual Property. 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 respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure periodLicensee in any enforcement proceeding except as set forth in Article 4.3, then this Agreement the specific Licensed Mark or Licensed Domain that Licensor failed to renew or enforce, and all goodwill therein, shall not terminate be immediately assigned to Licensee, and Licensor hereby appoints Licensee with respect full and complete authority and power of attorney to act in the stead of Licensor and to execute and record as ▇▇▇▇▇▇▇▇’s attorney-in-fact such Licensed Program during the pendency of such legal actiontransfer documentation. Furthermore, provided that if (i) Genzyme is foundLicensor makes an assignment for the benefit of creditors or similar act, in an unappealable decision (ii) proceedings are instituted by a court or against Licensor under any bankruptcy, insolvency, reorganization or other laws relating to the relief of competent jurisdiction or 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 have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Productdebtors, or (iiiii) Genzyme admits in such legal action Licensor files for protection under the United States Bankruptcy Code or settlement thereof that it has materially breached this Agreement with respect to such Licensed Producta foreign equivalent or liquidates, dissolves or otherwise discontinues its operations, then the entirety of the Licensed Marks, and all goodwill therein, and the Licensed Domains shall be immediately assigned to Licensee, 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 attorney-in-fact such transfer documentation. Upon any assignment of the IANA Intellectual Property to Licensee pursuant to this Agreement Article 8, Licensee shall terminate immediately engage in discussions with respect to such Licensed Program following the Parties’ receipt Operational Communities concerning administration and maintenance of such decision or immediately following such admission, as applicableIANA Intellectual ▇▇▇▇▇▇▇▇.▇▇ Section 4.3.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either A Party if (a“Non-Breaching Party”) the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, 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 delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 have the right to terminate this Agreement in its entirety, on a Program-by-Program basis or on a Product-by-Product basis and Shared Product-by-Shared 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 the Program, the Product or Shared Product in which the Non-Breaching Party intends to have this Agreement terminate. The Breaching Party shall have a period of ninety (90) days after such written notice is provided (“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 its entirety or with respect to such Licensed Program applicable Program, Products or Shared Products effective as of the expiration of the Peremptory Notice Period. Notwithstanding the foregoing, if the Breaching Party, in good faith, disputes whether such breach occurred or has not been cured, it will so notify the Non-Breaching Party, and initiates a legal action the Peremptory Notice Period shall be tolled until such time that the dispute is resolved pursuant to resolve Section 24.3 or that the Arbitral Tribunal determines that such dispute within tolling shall not continue, whichever is earlier. Following the foregoing [***] cessation of such tolling, the Breaching Party may have the remainder of the Peremptory Notice Period to cure periodsuch breach. If the Breaching Party so disputes whether such breach occurred or has not been cured and the Arbitral Tribunal determines that such tolling shall not continue, then this Agreement shall not terminate with respect be terminated for such breach until such time as such dispute has been resolved pursuant 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 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 have materially breached this Agreement with respect to its obligation under this Agreement to 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 with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableSection 24.3.

Termination for Breach. This Agreement may a. If Lessee shall breach any of the material terms, covenants, or conditions contained in this Lease and said breach, except as provided in Subsections 19(b) and 19(c) herein, shall not be terminated with respect cured to any particular Agreement Program at any time during the Term upon satisfaction of the Division within sixty (60) days after written notice of such breach has been personally served or mailed by either Party if 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 (a60) days of the other Party is in material breach written notice, Lessee shall notify the Division within fourteen (14) calendar days of its obligations hereunder with respect 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 such Agreement Program cure the breach. The timetable for cure is subject to Division approval, which approval shall not be unreasonably withheld. Lessee shall commence to cure the breach within thirty (30) days of the notice of breach and (b) shall proceed diligently and in good faith to continue to cure the other Party has 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 breach within [***] failure 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. If a good faith attempt to pay the case of a Annual Rent is made and the payment breachis deficient solely due to the amount paid being less than the amount actually due, 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 Lessee shall have thirty (30) days to cure such default 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, such termination shall be delayed . Upon receipt of ▇▇▇▇▇▇'s request for a time period to be agreed by both Partieshearing, not to exceed an additional [***], in order to permit such Party a reasonable period of the time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”or breaches cited as the cause for proposed action for forfeiture of the interest in this Lease shall be extended until the Director issues a final decision on the proposed action for forfeiture of ▇▇▇▇▇▇'s interest in this Lease. 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 right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement Such extension shall not terminate with respect affect Lessee's obligation to such Licensed Program during the pendency of such legal actionproceed to cure any violation or any other responsibilities, provided that if (i) Genzyme is foundobligations, in an unappealable decision by a court of competent jurisdiction or 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 have materially breached this Agreement with respect to its obligation performance under this Agreement Lease or any other permit or authorization affecting the Millsite Area. f. The Division will hold the hearing provided for above in subsection (e) within ten (10) business days of the Division'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 use Commercially Reasonable Efforts in Developing 11 AAC 02 et seq. g. Upon termination or Commercializing such Licensed Productforfeiture of this Lease, the parties shall be relieved of further rights, obligations, and liabilities under this Lease except for rights, obligations, and liabilities incurred or accrued prior to the date of termination or forfeiture. The termination or forfeiture of this Lease shall not affect Lessee's obligations under the Plan of Operations or any other plan of operations, the Reclamation Plan, or (ii) Genzyme admits in 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 completion of Reclamation, Lessee shall complete the requirements of the Plan of Operations or other approved plans of operations, the Reclamation Plan, and such legal action or settlement thereof that it has materially breached this Agreement with respect other requirements as the Division may reasonably require to such Licensed Productprotect the health, then this Agreement shall terminate immediately with respect to such Licensed Program following safety, and welfare of the Parties’ receipt of such decision or immediately following such admission, as applicablepublic.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (ai) the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, 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 Rhizen shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 have the right to terminate this Agreement upon written notice to TGTX if TGTX, after receiving written notice identifying such material breach by TGTX, fails to cure such material breach within 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 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 activities described in the plan; and provided, further, that if such material breach relates solely to a particular country in the Territory, then Rhizen may terminate this Agreement only with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall applicable country but may not 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 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 have materially breached this Agreement with respect to its obligation under this Agreement any other countries. Additionally, all the timeframes for curing a breach shall be stayed pending resolution of any disputes related to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or purported breach. (ii) Genzyme admits TGTX shall have the right to terminate this Agreement 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 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 the plan; and provided, further, that if such legal action or settlement thereof that it has materially breached material breach relates solely to a particular country in the Territory, then TGTX may terminate this Agreement only with respect to 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 disputes related to such Licensed Productpurported 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 terminate immediately with respect be entitled to pursue legal and equitable remedies arising from such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicablebreach that are available to it.

Termination for Breach. This Agreement may be terminated with respect 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 particular other rights and remedies, to terminate this Agreement Program at any time during in its entirety in the Term upon written notice by either Party if (a) 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 hereunder 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 such breach is not cured. With respect to such Agreement Program and (b) material breaches of any payment provision hereunder, the other Breaching Party has not cured such breach within will have a period of [***] in after such written notice is provided to cure such breach. With respect to all other breaches, the case Breaching Party will have a period of a payment breach, or within [***] in after the case of all other breaches, after Non-Breaching Party provides written 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 delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in if a Non-Breaching Party provides notice to the event Breaching Party pursuant to this Section 16.2 (Termination for Breach) of an alleged material breach by such Breaching Party, and such Non-Breaching Party provides notice during the applicable cure period set forth above that such Non-Breaching Party disputes the breach relates basis for termination pursuant to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 right to terminate this Agreement with respect to such Licensed Program Section 16.2 (Termination for Breach) and initiates a legal action to resolve such the dispute within resolution procedure set forth in Article 17 (Dispute Resolution; Governing Law) during the foregoing [***] applicable cure period, then the cure periods set forth in this Agreement shall not terminate with respect Section 16.2 (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 Licensed Program dispute pursuant to Article 17 (Dispute Resolution; Governing Law) and it is understood and acknowledged that, during the pendency of such legal actiona dispute pursuant this Section 16.2 (Termination for Breach), provided that if (i) Genzyme is found, in an unappealable decision by a court all of competent jurisdiction or an appealable decision the terms and conditions of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect will remain in effect, and the Parties will continue to its obligation perform all of their respective obligations under this Agreement to use Commercially Reasonable Efforts in Developing Agreement. The waiver by either Party of any breach of any term or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached condition of this Agreement with respect will not be deemed a waiver as to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision any subsequent or immediately following such admission, as applicablesimilar breach.

Termination for Breach. This Either of the parties may terminate this Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon by providing thirty (30) days prior written notice by either Party if (a) to the other Party is in material breach party and with no need of a court or administrative resolution to that effect, if the other party materially breaches its obligations hereunder with respect to under this Agreement and such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, 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 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 case that such breachbreach may materially impair any right or obligation of the non-defaulting party, and/or immediate termination be needed to prevent any further damages or losses to such non-breaching party. Such termination shall be delayed in addition to any other 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 time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such material breach. Notwithstanding In addition, the foregoingparties agree that in case of breach or delay in compliance with any obligation assumed by Client under this Agreement, and 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 the understanding that this blocking or interruption of the Channels shall not be considered in any event that as a waiver of Client's responsibilities and obligations under this Agreement, including but not limited to its obligation to pay the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”Monthly Royalty during the period in which the Channels are interrupted, as the case may be. 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 TELEVISA shall have the right to terminate this Agreement Agreement, if the license agreement between the parties dated as of the date hereof with respect to such Licensed Program TELEVISA's over the air channels 4, 5 and initiates a legal action to resolve such dispute within the foregoing [***] cure period9, then this Agreement shall not 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 terminated by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed TELEVISA for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to 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 with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableany reason.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) the other Party is in material breach If LICENSEE breaches any of its obligations hereunder with respect under this Agreement, LICENSOR shall have the right, without prejudice to such Agreement Program and (b) the any other Party has not cured such breach within [***] in the case of a payment breachrights which LICENSOR may have, 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 delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 right to terminate this Agreement with respect by giving Fifteen (15) days notice to such Licensed Program LICENSEE, and initiates a legal action to resolve such dispute this notice will automatically become effective unless LICENSEE completely remedies the breach within the foregoing [***] cure Fifteen (15) day period. (b) Without prejudice any other rights LICENSOR may have, then LICENSOR may terminate this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal actionAgreement, provided that if without liability, at any time: (i) Genzyme is foundIf 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 an unappealable decision by a court excess. of competent jurisdiction or 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 have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or six (6) months; or (ii) Genzyme admits in such legal action or settlement thereof that it 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 materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt not instituted corrective measures within thirty (30) days after receiving notice of such decision deficiency from LICENSOR; or (iii) If LICENSEE understates royalties due for any royalty report by Two (2%) Percent or immediately following such admissionmore or misrepresents or misstates material information in any other report required or requested under this Agreement; or (iv) If the quality of Articles (other than seconds) is materially lower (as determined by LICENSOR in its sole subjective discretion) than those submitted for approval, as applicableand 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, if LICENSOR gives notice to LICENSEE for termination for breach, or gives notice of default for breach, 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 at the time of notice. The failure of LICENSOR to exercise this right to terminate for any breach shall not effect its right to exercise the right upon a subsequent breach.

Termination for Breach. This 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 may be terminated with respect if: Anything in clause 14.1(a)-(c) occurs The Employer commits a material breach of this Access Agreement which, in the PHOs opinion, is not capable of being 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 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 particular Agreement Program accrued rights or remedies of either party. Without limiting clause 14, at any time during the Term upon written Term, the PHO may by notice by either Party if (a) in writing suspend the other Party is in material breach 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 hereunder under the Access Agreement. The Employer fails to ensure that the Endorsed Midwife is complying with respect the collaborative arrangement. The PHO reasonably forms the opinion that the Services provided by the Endorsed Midwife involve an unacceptable risk to such Agreement Program and (b) the other Party has not cured such breach within [***] in health or life of any person. Upon suspension of this Access Agreement, the case of a payment breach, or within [***] in Employer must: Ensure that the case of all other breaches, after notice requesting cure Endorsed Midwife immediately ceases providing the Services from the Access Area. Ensure the Endorsed Midwife complies with reasonable directions of the breach; providedPHO regarding the care of patients, however, that if including any breach other than a payment breach necessary transfer of patients from the Endorsed Midwife to another care provider. Resumption of this Access Agreement following any suspension is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, at the PHO’s absolute discretion. If the PHO determines not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 right to terminate resume this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure periodAccess Agreement, then this Access Agreement shall not terminate with respect may be terminated by the PHO in writing to such Licensed Program during the pendency of such legal actionEmployer. The Employer must, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed and must ensure the Endorsed Midwife will: Only disclose Confidential Information in the time allowed for an appeal in such legal actionfollowing circumstances: With the prior written consent of the PHO. If and to the extent that the Employer or Endorsed Midwife is legally compelled to disclose the Confidential Information. The Employer must, and must ensure the Endorsed Midwife will: Do everything reasonably practicable to have materially breached preserve the confidentiality of the Confidential Information. Notify the PHO promptly if it is aware of any disclosure of the Confidential Information otherwise that permitted by this Agreement with respect Access Agreement. If required by the PHO, deliver to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing the PHO or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following destroy any documents containing the Parties’ receipt of such decision or immediately following such admission, as applicableConfidential Information.

Termination for Breach. This Agreement may be terminated with respect to In the event of any particular Agreement Program at any time during material breach of this Agreement, the Term upon 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 have the rights to the Trademarks, Intellectual Property or Confidential Information as contemplated by either Party if Section 7.2(a) hereof shall be deemed to be a material breach by Masada hereunder. If the breaching party fails to cure such material breach or demonstrate to the non-breaching party's reasonable satisfaction that no breach exists within sixty (60) days of its receipt of written notice of same, such breach shall be deemed a material breach and an Event of Default hereunder and the non-breaching party shall have the following remedies and rights: (a) The non-breaching party may, subject to paragraphs (ii) and (iii) below, terminate this Agreement upon 60 days' written notice to the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and breaching party. (b) If Centennial is the other Party has not cured such breach within [***] 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 case of a payment breach, or within [***] in Territory until the case of all other breaches, after notice requesting cure later of the breach; providedend 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, howeverIntellectual Property or Masada Confidential Information or upon termination of its rights to use any of the Trademarks, that if any breach other than a payment breach 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 not reasonably curable within [***] the non-breaching party, it may request that, upon six months' prior written notice, Centennial cease using all Trademarks, Intellectual Property and if a Party is making a bona fide effort 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 cure such breach, such termination Masada. The remedies set forth above in this Section 9.3 and elsewhere in this Section 9 shall be delayed for a time period cumulative and not exclusive of each other, and are in addition to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event any other remedies at law or equity that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not 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 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 non-breaching party may have materially breached this Agreement with respect to its obligation under this Agreement to 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 with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableotherwise.

Termination for Breach. This 7.01 Prior to the expiration of the term of this Agreement, either party may, at its option, terminate this Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) the other Party is in for a material breach of its obligations hereunder with respect this Agreement upon prior written notice to such Agreement Program and (b) the other Party has not cured breaching party if the breaching party fails to cure such breach within [***] in the case of a payment breach, or within [***] in the case of all other breaches, after notice requesting cure thirty (30) days of the breach; providedwritten notice, howeverprovided however that should any of the Licensed Patent Rights be finally adjudicated to be invalid or unenforceable, that if any breach other than a payment breach and such adjudication is not reasonably curable within [***] and if a Party is making a bona fide effort subject to cure such breachfurther appeals, such 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 by written notice to LICENSOR on or after the third (3RD) anniversary date of this Agreement, provided however said termination shall not be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period effective until two (2) years after the date of time to cure such breachsaid written notice. Notwithstanding the foregoingpreceding sentence, in the event that LICENSEE’S royalty payments, excluding the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “initial [***]”. 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 1933DELETION] payment made on signing this Agreement, 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 reach [DELETION] LICENSEE shall have the right to terminate this Agreement with respect by written notice to such Licensed Program LICENSOR, provided however that said termination shall not be 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 initiates a legal action to resolve such dispute within in the foregoing [***] cure periodevent that any of these events results in the liquidation of LICENSEE, then 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 not terminate with respect LICENSOR be obligated to such Licensed Program during the pendency of such legal actionrefund any payments theretofore made by LICENSEE hereunder, provided however that if 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) Genzyme is foundto receive all payments accrued and unpaid as of the effective date of such termination; and (b) any other rights, in an unappealable decision by a court of competent jurisdiction remedies or 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 obligations which LICENSOR may then or thereafter have materially breached this Agreement with respect to its obligation under this Agreement to or otherwise. 7.06 Upon the termination (but not expiration) of this Agreement, LICENSEE and its Affiliates shall cease all use Commercially Reasonable Efforts in Developing 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 Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached expiration of this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableAgreement.

Termination for Breach. This Agreement may In the event of any breach of the Corporation's or Holding's representations, warranties and/or covenants under this Agreement, which breach is not cured within thirty days after written notice of such default from Par, Par's SOLE remedy shall be terminated to exercise the "DEFAULT TERMINATION" under this Section 8(b). If Par does not exercise the Default Termination with respect to any particular Agreement Program at Series B Closing, then Par will be deemed to have waived any time during such breach that is actually known by Par as of the Term upon written notice by either Party if (a) date of that Series B Closing. If Par does not exercise the other Party is in material breach of its obligations hereunder Default Termination with respect to such Agreement Program and (b) the other Party has not cured Final Closing, then Par will be deemed to have waived any such breach within [***] 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 case of a payment breachProduct Development Agreement) and manufacture CPS pellets for New Products, or within [***] but only to the extent that those New Products are under development prior to the Default Termination, all in accordance with 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 delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breachProduct Development Agreement. Notwithstanding the foregoing, Par shall not have any obligation to pay any further amounts due to the Corporation under the Product Development Agreement, except that (i) Par shall continue to pay to the Corporation all Royalties with respect to those New Products in accordance with Section 5 of the event Product Development Agreement, and (ii) Par shall remain obligated to pay any amounts that have accrued under the breach relates Product Development Agreement prior to Genzyme’s CERTAIN the 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 and all amounts paid under Sections 5(a) and (b) of the Product Development Agreement. CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE INFORMATION OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE ITH SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933ASTERISKS DENOTE SUCH OMISSION (C) The Corporation shall not 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 New Products, AS AMENDEDexcept for any New Products that are under development prior to the Default Termination. obligations If at any time after the Default Termination Par wants the Corporation to use Commercially Reasonable Efforts conduct development, manufacturing or other work on additional New Products, Par and the Corporation may negotiate the terms and conditions of such new work at that time, although neither Par nor the Corporation shall have any obligation to negotiate or to enter into any agreement for such new work, and in Developing or Commercializing a Licensed any case the terms and conditions of the Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Development Agreement shall not terminate with respect apply to any such Licensed Program during work. (D) Par shall transfer (assign) to the pendency Corporation, at no cost to Par or the Corporation, all right, title and interest in all Series B Shares which are then owned by Par. If for any reason the Corporation is not legally permitted to acquire those shares, then Par shall transfer (assign) those Series B Shares to Holding at no cost to Par or Holding. (E) Par, the Corporation and Holding shall not have any further rights, obligations or liabilities under this Agreement, except for the rights, obligations and liabilities under this Section 8(b)(2) and Articles 13 through 16, inclusive, below. Without limiting the foregoing, none of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or 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 parties shall have materially breached this Agreement with respect to its obligation any liability under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof any of the other parties as a result of the breach that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following was the Parties’ receipt of such decision or immediately following such admission, as applicablebasis for the Default Termination.

Termination for Breach. This In the event of certain breaches of this Agreement, TSG or AMERICAN may terminate this Agreement may be terminated in accordance with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) the other Party is in material breach this Section; so long as Page 70 AMERICAN gives TSG Notice of its obligations hereunder with respect intent to such Agreement Program and (b) terminate within [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after the other Party has not cured date such breach within [***] occurred or, in the case of a payment continuing breach, commenced. A. Upon TSG's Egregious Breach of this Agreement, AMERICAN may terminate this Agreement, so long as AMERICAN gives TSG [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] Notice of its intent to terminate and TSG fails to cure the breach within such [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]; except that such cure period will be extended an additional [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] if TSG delivers to AMERICAN a written plan to cure the breach. In both instances, unless TSG cures the Egregious Breach, the termination shall be effective as of the first day following the end of the cure period or extended 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 [***TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after receipt of TSG's Notice; except that in the case of all other breachesthe first such Notice delivered hereunder, after notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable AMERICAN fails to pay within such [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED], in order then TSG shall give a second such Notice to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoingAMERICAN, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 right to TSG may not terminate this Agreement with respect unless, AMERICAN fails to such Licensed Program and initiates a legal action to resolve such dispute pay within the foregoing [***TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] cure period, then this Agreement shall not 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 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 have materially breached this Agreement with respect to its obligation under this Agreement to 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 with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ after receipt of such decision or immediately following such admissionsecond Notice. (2) If TSG has, as applicableon [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] previous occasions, given Notice to AMERICAN of AMERICAN's material breach of its obligation to pay TSG in accordance with this Agreement, and AMERICAN thereafter materially breaches its obligation to pay TSG in accordance with this Agreement, TSG may terminate this Agreement upon Notice to AMERICAN. (3) For the avoidance of doubt, AMERICAN's [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] from Disputed Invoices in accordance with Section"8.2, DISPUTED INVOICES," are not material breaches of AMERICAN's obligation to pay.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) Either party may terminate this Agreement by giving the other Party is in material breach party prior written notice of its obligations hereunder with respect to such Agreement Program and not less than thirty (b30) the other Party has not cured such breach within [***] days in the case of a payment breachmonetary breach and of not less than ninety (90) days if the other party commits a non-monetary material breach of this Agreement, and such party fails to cure such breach during such thirty (30) or within [***] in ninety (90) day period, as applicable. (b) In the case of all other breachesa non-monetary breach, after notice requesting the cure of period may be extended for such longer period as may reasonably be necessary, in the breach; providednon-breaching party’s sole judgment, however, that if any breach other than a payment breach cure is not reasonably curable possible within [***] and if a Party is making a bona fide effort to cure such breachthe initial ninety (90) day period, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time provided the breaching party continues its diligent efforts to cure such breach. Notwithstanding No such cancellation and termination shall release the foregoing, in breaching party from any obligations hereunder incurred prior thereto. The breaching party should pay the event that the breach relates to Genzymeother party such party’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”actual damages. 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 right to terminate If this Agreement is terminated for Licensee's material breach, Licensor shall be entitled to all funds previously paid by Licensee, together with respect all studies, information, data, and Improvements generated by Licensee in whole or in part in connection with this Agreement. Licensee shall immediately cease using the Patents and 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 such Licensed Program Licensor for which an award of damages may be inadequate compensation. Accordingly, Licensor may enjoin Licensee from any and initiates a legal action all acts in violation of this provision or its intellectual property rights and Licensee hereby consents to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency entry of such legal action, provided that if (i) Genzyme is found, in an unappealable decision injunction by a any court of competent jurisdiction enjoining any breach or an appealable decision threatened breach of a court of competent jurisdiction that has not been appealed such provision or Licensor’s intellectual property rights, in the time allowed for an appeal in such legal action, addition to have materially breached any other relief Licensor may be entitled to. If this Agreement with respect to its obligation is terminated for Licensor's material breach, (i) Licensee shall not be liable for payments not yet due and payable under Article 3 hereof, (ii) Licensor shall return all payment which Licensee has paid, provided that in no event shall Licensor’s liability under this Agreement exceed the total amount of all payments actually received by Licensor from Licensee, and (iii) Licensee shall be entitled to use Commercially Reasonable Efforts hold all studies, information, data, and Improvements presented by Licensor in Developing whole or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached part in connection with this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableAgreement.

Termination for Breach. This Agreement may be terminated Failure by a Party to comply with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) the other Party is in material breach of its material obligations hereunder with respect contained herein will entitle the Party not in default to such Agreement Program and (b) give to the other defaulting Party has not cured such breach within [***] in notice specifying the case nature of a payment the material breach, requiring the defaulting Party to make good or within [***] in otherwise cure such material breach, providing specific actions that the case defaulting Party could take to cure such material breach, and stating its intention to invoke the provisions of all other breaches, after notice requesting cure of the breach; provided, however, that this Section 15.2 if any breach other than a payment such material breach is not reasonably curable cured. If such material breach is not cured within [***] and ninety (90) days after the receipt of such notice (or, if a such material breach cannot be cured within such 90-day period, if the defaulting Party is making a bona fide effort does not commence actions to cure such breachmaterial breach within such period and thereafter diligently continue such actions), such termination shall the Party not in default will be delayed for a time period entitled, without limiting any of its other rights conferred on it by this Agreement (except as expressly set forth herein), to be agreed terminate this Agreement by both Parties, not providing written notice to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breachthe breaching Party. Notwithstanding anything to the foregoingcontrary herein, in the event that of IntelGenx’ material breach of this Agreement, and without derogating from any of Edgemont’s other rights at law, Edgemont shall, subject to the breach relates to Genzymefulfillment of Edgemont’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933obligations under Section 7, 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 have the right to terminate this Agreement 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 respect the right to such Licensed Program and initiates set-off, from any sums due to IntelGenx hereunder, amounts equivalent to any damage caused to Edgemont as a legal action result of IntelGenx’ breach hereunder. Notwithstanding anything to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is foundcontrary herein, in an unappealable decision the event of termination of the Agreement by IntelGenx as a court result of competent jurisdiction or an appealable decision Edgemont’s material breach of this Agreement, and without derogating from any of IntelGenx’ other rights at law, IntelGenx shall 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 sums due to Edgemont hereunder, amounts equivalent to any damage caused to IntelGenx’ as a court result of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to 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 with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableEdgemont’s breach hereunder.

Termination for Breach. This (a) If either party materially breaches this Agreement may be terminated (which shall exclude bankruptcy of a party) and if the breach is not cured within 60 days after receiving written notice from the other party with respect to any particular the breach, except as otherwise set out in this Agreement, this Agreement Program shall automatically terminate at any time during the Term upon written notice by either Party if (a) end of the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and 60 day period. (b) Notwithstanding Subsection 14.4(a), if either party disputes the breach and so notifies the other Party has not cured such breach within [***] party in the case of a payment breach, 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 delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute writing within the foregoing [***] 60 day cure period, then this Agreement shall not terminate with respect be automatically terminated pending adjudication and resolution of the disputed breach pursuant to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by Section 19.2 or a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has not been appealed in jurisdiction, as the time allowed for an appeal in such legal action, to have materially breached case may be. (c) If AnorMED terminates this Agreement with respect to its obligation 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 use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or AnorMED and NeoRx shall retain no rights therein; (ii) Genzyme admits 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 legal action or settlement thereof that it has materially breached 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 withdrawn over a period of time mutually agreed by the parties, based upon an evaluation of risks to subjects and the timelines required in the applicable clinical study protocol. (d) If NeoRx terminates this Agreement with respect for breach by AnorMED under this Section 14.4, NeoRx may elect, in NeoRx’ sole discretion, without further action on the part of either party, that all rights and licenses granted by AnorMED to such Licensed ProductNeoRx pursuant to this Agreement, then including, without limitation, any and all regulatory licenses and filings shall continue as exclusive royalty-bearing licenses from AnorMED to NeoRx on the terms and conditions set out in this Agreement Agreement, except that AnorMED and NeoRx shall terminate immediately with respect in good faith attempt to such Licensed Program following negotiate a reasonable reduction in the Parties’ receipt of such decision or immediately following such admission, as applicableroyalty rates set out under Sections 7.2 and 7.3.

Termination for Breach. This If PAG or any Subsidiary should breach any provision of this Agreement may 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 terminated with respect to any particular Agreement Program at any time during made by Section 2 hereof, Penske System shall have the Term upon written notice by either Party if right (a) the other Party is in material breach of its obligations hereunder with respect addition to such Agreement Program and (bother rights as it may have under law or equity) the other Party has not cured such breach within [***] in the case of a payment breach, 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 delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 right to terminate this Agreement with respect by giving thirty (30) days’ prior written notice thereof to such Licensed Program PAG and initiates a legal action the breaching Subsidiary, which notice shall specify the breach and intention to resolve such dispute within terminate if the foregoing [***] cure period, then this Agreement shall not 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 an appealable decision of a court of competent jurisdiction that breach has not been appealed in the time allowed for an appeal in cured during such legal actionperiod. If such breach is not so cured within that period, to have materially breached this Agreement with respect and all rights granted hereunder to its obligation 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 default under this Agreement, and this Agreement and all rights granted hereunder shall automatically terminate without notice, if any of the following 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, and said involuntary petition is not dismissed within sixty (60) days of filing; or (B) If PAG or any Subsidiary attempts to transfer any rights under this Agreement in violation of this Agreement; or (C) If PAG or any Subsidiary is convicted of a felony or any other crime or offense that is reasonably likely, in the sole opinion of Penske System, to use Commercially Reasonable Efforts in Developing or Commercializing such adversely affect the Licensed ProductName, the Proprietary Marks, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicablePenske System’s interest herein.

Termination for Breach. This In the event that any material provision of this Agreement is breached by either party, the non-breaching party may be terminated with respect to any particular Agreement Program at any time during give the Term upon breaching party written notice by either Party if (a) requiring it to remedy such breach. In the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) event the other Party has breaching party shall not have fully cured such breach within [***] sixty days after receipt of such notice (or in the case of a payment breachbreach which is not by its nature capable of being cured within sixty days, if the 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 within [***] in if the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach other than parties have not otherwise agreed on a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort plan to cure remedy such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***]the non-breaching party shall, in order addition to permit 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; with the proviso that if such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates only to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF a specific Product, the non-breaching party may terminate this Agreement only as to such specific Product to which such breach relates. (a) Upon any termination of this entire Agreement pursuant to this Section 14.04, (i) all rights and obligations of the breaching party hereunder, including without limitation any licenses or options granted to the breaching party pursuant to THIS EXHIBIT WERE OMITTED HAS BEEN REDACTED AND REPLACED WITH “[***]”IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. A COMPLETE VERSION OF THIS EXHIBIT REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECRETARY 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 herein, immediately terminate, (ii) all licenses or options granted to the 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 herein, immediately terminate, and (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 Product (but not with respect to any other Product), including without limitation any licenses or options granted to the breaching party pursuant to Articles V or VII hereof and right to payments pursuant to Section 6.06 hereof (where ACY is the non-breaching party), but excluding any obligations of the breaching party pursuant to 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 PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933COMMISSION. (where ACY is the breaching party), AS AMENDED. obligations 7.06 and 8.06, as they relate to use Commercially Reasonable Efforts in Developing such Product shall, except as expressly set forth herein, immediately terminate, (ii) all licenses or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation options granted to the non-breaching party pursuant to Articles V or whether such breach gives Voyager the right to terminate this Agreement VII hereof with respect to such Licensed Program and initiates a legal action Product (but not with respect to resolve such dispute within any other Product) shall vest or be retained, as appropriate, (iii) all obligations of the foregoing [***] cure period, then this Agreement shall not terminate non-breaching party with respect to such Licensed Program during the pendency of such legal action, provided that if Product (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision of a court of competent jurisdiction that has but not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement 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 Commercially Reasonable Efforts in Developing or Commercializing such Licensed Productif assignment is prohibited by law) and transfer all Governmental Approvals, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect including any and all information relating thereto, relating to such Licensed ProductProduct sufficient for the non-breaching party to enjoy its rights surviving or granted hereunder, then and (v) notwithstanding anything contained in this Agreement Section 14.04(b) to the contrary, all other rights and obligations of the parties including, without limitation, obligations under Sections 7.06 and 8.06 shall terminate immediately with respect remain in full force and effect, except as such rights and obligations apply to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableProduct being terminated.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either A Party if (a“Non-Breaching Party”) the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, 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 delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 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 such Licensed Program and initiates which, the Non-Breaching Party intends to have this Agreement terminate. The Breaching Party shall have a legal action to resolve such dispute within the foregoing period of […***…] after such written notice is provided (“Peremptory Notice Period”) to cure periodsuch breach. If the Breaching Party has a dispute as to whether such breach occurred or has been cured, then 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 shall not terminate with respect to such Licensed Program was materially breached. It is understood and acknowledged that, during the pendency of such legal actiona dispute, provided that if (i) Genzyme is found, in an unappealable decision by a court all of competent jurisdiction or an appealable decision the terms and conditions of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect shall remain in effect, and the Parties shall continue to its obligation perform all of their respective obligations under this Agreement Agreement. Upon such agreement or determination of material breach or failure to use Commercially Reasonable Efforts in Developing or Commercializing cure, the Breaching Party may have the remainder of the Peremptory Notice Period to cure such Licensed Productbreach. If such breach is not cured within the Peremptory Notice Period, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Productthen, then absent withdrawal of the Non-Breaching Party’s request for termination, this Agreement shall terminate immediately in accordance with respect 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 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 such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicable.fulfill its obligations under - 42 - ***Confidential Treatment Requested***

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) for the material breach by the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) under this Agreement; provided that the other 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 case of a payment breach, or within [***] in the case of all other breaches, after notice requesting cure of the breachnon-breaching Party’s intention to terminate this Agreement pursuant to this Section 16.3; provided, however, that if any breach other than a payment such breach is not 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 curable within [***] and if a Party is making a bona fide effort necessary to cure such breach, such termination shall 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 delayed for a time period to be agreed by both Parties, not to exceed an additional limited [***]. Any such termination of this Agreement under this Section 16.3 will become effective at the end of the Cure Period, in order unless the breaching Party has cured such material breach prior to permit the expiration of such Party Cure Period. Any Dispute as to whether a reasonable period notice of time termination pursuant to cure such breach. Notwithstanding the foregoingthis Section 16.3 is proper, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 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 found to be in material breach, the remaining Cure Period (meaning, any portion of the Cure Period that did not elapse between the notice of breach gives Voyager and the notification of a Dispute with respect thereto) will be counted from the date of resolution of such Dispute. If Relay has the right to terminate this Agreement with respect due to a material breach by Licensee, and if such Licensed Program and initiates breach relates solely to a legal action given Lead Candidate or Lead Product or solely to resolve such dispute within the foregoing [***] cure perioda Back-Up Compound or Back-Up Product, then this Agreement shall not Relay may only 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 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 have materially breached this Agreement with respect to all Lead Candidates and Lead Products or all Back-Up Compounds and Back-Up Products, respectively. In the event a Sublicensee or Third Party Subcontractor of a Party breaches its obligation under this Agreement to use Commercially Reasonable Efforts in Developing sublicense agreement or Commercializing subcontractor agreement with such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admissionParty, as applicable, such that the sublicensing or subcontracting Party would be in breach of this Agreement, and such Sublicensee or Third Party Subcontractor is unable or unwilling to cure such breach, then without limiting any other right of the non-breaching Party to 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 its right to terminate this Agreement pursuant to this Section 16.3 if the sublicensing or subcontracting Party terminates the applicable sublicense agreement or subcontracting agreement with the breaching Sublicensee or Third Party Subcontractor.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) the other Each Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, 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 delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement (including, but not limited to, failure of Alliqua to exert Commercially Reasonable Best Efforts in accordance with respect the terms set forth in this Agreement) and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such Licensed Program material breach within sixty (60) days from the date of such notice. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. (b) If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party in accordance with Section 12.3(a), and initiates a legal action to resolve such alleged breaching Party provides the other Party notice of such dispute within the foregoing [***] applicable cure period, then the non-breaching Party shall not have the right to terminate this Agreement shall not terminate under Section 12.3(a) unless and until an arbitrator, in accordance with respect Article 13, has determined that the alleged breaching Party has materially breached the Agreement and such breaching Party fails to cure such Licensed Program breach within the applicable cure period (measured as commencing after the arbitrator’s decision). It is understood and agreed that during the pendency of such legal actiondispute, provided that if (i) Genzyme is found, in an unappealable decision by a court all of competent jurisdiction or an appealable decision the terms and conditions of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to 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 with respect to such Licensed Product, then this Agreement shall terminate immediately with respect remain in effect and the Parties shall continue to such Licensed Program following the Parties’ receipt perform all of such decision or immediately following such admission, as applicabletheir respective obligations hereunder.

Termination for Breach. 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 for procurement of Third Party Materials up to the effective date of such termination in connection with Inspire’s then-outstanding obligation to purchase quantities of API forecasted with respect to any particular Agreement Program at any time during an applicable Firm Zone but which are not the Term upon written notice by either Party if (a) the other Party is in material breach subject of its obligations hereunder with respect a Purchase Order submitted prior to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, or within [***] in the case of all other breaches, after notice requesting cure of the breachtermination; provided, however, that if Novasep shall use commercially reasonable efforts to mitigate such costs and expenses by cancelling any breach cancelable orders for Third Party Materials, returning returnable Third Party Materials, and/or using non-returnable Third Party Materials for its own or its other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort customer’s behalf, or (ii) to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***]cancel, in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoingwhole or in part, any Purchase Order issued under this Agreement, in which case, Inspire would have no payment obligations with respect to the event that quantities set forth in such Purchase Orders or quantities forecasted for any Firm Zone, and the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing Minimum Percentage Requirement shall not apply; or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager (b) if Novasep is (i) shall have the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is foundAgreement, in an unappealable decision by a court of competent jurisdiction whole or an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal actionpart, to have materially breached this Agreement with respect to its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or and (ii) Genzyme admits shall have the remedies set forth in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableSection 14.9.

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either A Party if (a“Non-Breaching Party”) the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, 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 delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 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 such Licensed Program and initiates which, the Non-Breaching Party intends to have this Agreement terminate. The Breaching Party shall have a legal action to resolve such dispute within the foregoing period of […***…] after such written notice is provided (“Peremptory Notice Period”) to cure periodsuch breach. If the Breaching Party has a dispute as to whether such breach occurred or has been cured, then 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 shall not terminate with respect to such Licensed Program was materially breached. It is understood and acknowledged that, during the pendency of such legal actiona dispute, provided that if (i) Genzyme is found, in an unappealable decision by a court all of competent jurisdiction or an appealable decision the terms and conditions of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect shall remain in effect, and the Parties shall continue to its obligation perform all of their respective obligations under this Agreement Agreement. Upon such agreement or determination of material breach or failure to use Commercially Reasonable Efforts in Developing or Commercializing cure, the Breaching Party may have the remainder of the Peremptory Notice Period to cure such Licensed Productbreach. If such breach is not cured within the Peremptory Notice Period, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Productthen, then absent withdrawal of the Non-Breaching Party’s request for termination, this Agreement shall terminate immediately in accordance with respect 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 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 such Licensed Program following fulfill its obligations under - 42 - ***Confidential Treatment Requested*** Section 7.5.2, and (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 the Parties’ receipt 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 […***…] of such decision Material Average Delivery Time Failure or immediately following Material Performance Standards Failure, and no cure period as provided under this Section 17.2.2 shall be applicable for such admission, as applicabletermination.

Termination for Breach. This Agreement 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 with respect immediately by Notice from the WSLCB to any particular Agreement Program Vendor. The option to terminate shall be at any time during the Term upon written notice 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 either Party giving Notice to the WSLCB, terminate this Contract as of a date specified in the Notice of Termination. In addition: (i) if (a) the other Party is in material breach of WSLCB prevents Vendor from performing its obligations hereunder for meeting the Critical Events in accordance with respect to such Agreement Program and the Schedule, (bii) then Vendor shall give the other Party has not cured such breach within [***] in the case WSLCB Notice of a payment breach, 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, (iii) the WSLCB shall correct such termination action within 30 calendar days or as otherwise mutually agreed in writing and, (iv) if the action is not corrected, this Contract may be terminated immediately by Notice from Vendor to the WSLCB. Vendor shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 have the right to terminate the Contract for the WSLCB's breach of the Contract or other acts or omissions except as provided in this Agreement with respect Section. In the event of termination of this Contract under this Section by the WSLCB, the WSLCB shall have the right to 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 Licensed Program and initiates 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 penalties, 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 to Vendor, or that thereafter become due, 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 deemed to be a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement Termination for Convenience. This Section shall not terminate with respect apply to such Licensed Program during any failure(s) to perform that result from the pendency willful or negligent acts or omissions of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or 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 have materially breached this Agreement with respect to its obligation under this Agreement to 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 with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableaggrieved party.

Termination for Breach. This Agreement may a. If Lessee shall breach any of the material terms, covenants, or conditions contained in this Lease and said breach, except as provided in Subsections 19(b) and 19(c) herein, shall not be terminated with respect cured to any particular Agreement Program at any time during the Term upon satisfaction of the Division within sixty (60) days after written notice of such breach has been personally served or mailed by either Party if 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 (a60) days of the other Party is in material breach written notice, Lessee shall notify the Division within fourteen (14) calendar days of its obligations hereunder with respect 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 such Agreement Program cure the breach. The timetable for cure is subject to Division approval, which approval shall not be unreasonably withheld. Lessee shall commence to cure the breach within thirty (30) days of the notice of breach, and (b) shall proceed diligently and in good faith to continue to cure the other Party has 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 breach within [***] failure 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. If a good faith attempt to pay the case of a Annual Rent is made and the payment breachis deficient solely due to the amount paid being less than the amount actually due, 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 Lessee shall have thirty (30) days to cure such default 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, such termination shall be delayed . Upon receipt of ▇▇▇▇▇▇'s request for a time period to be agreed by both Partieshearing, not to exceed an additional [***], in order to permit such Party a reasonable period of the time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”or breaches cited as the cause for proposed action for forfeiture of the interest in this Lease shall be extended until the Director issues a final decision on the proposed action for forfeiture of ▇▇▇▇▇▇'s interest in this Lease. 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 right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement Such extension shall not terminate with respect affect Lessee's obligation to such Licensed Program during the pendency of such legal actionproceed to cure any violation or any other responsibilities, provided that if (i) Genzyme is foundobligations, in an unappealable decision by a court of competent jurisdiction or 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 have materially breached this Agreement with respect to its obligation performance under this Agreement Lease or any other permit or authorization affecting the Millsite Area. f. The Division will hold the hearing provided for above in subsection (e) within ten (10) business days of the Division'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 use Commercially Reasonable Efforts in Developing 11 AAC 02 et seq. g. Upon termination or Commercializing such Licensed Productforfeiture of this Lease, the parties shall be relieved of further rights, obligations, and liabilities under this Lease except for rights, obligations, and liabilities incurred or accrued prior to the date of termination or forfeiture. The termination or forfeiture of this Lease shall not affect Lessee's obligations under the Plan of Operations or any other plan of operations, the Reclamation Plan, or (ii) Genzyme admits in 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 completion of Reclamation, Lessee shall complete the requirements of the Plan of Operations or other approved plans of operations, the Reclamation Plan, and such legal action or settlement thereof that it has materially breached this Agreement with respect other requirements as the Division may reasonably require to such Licensed Productprotect the health, then this Agreement shall terminate immediately with respect to such Licensed Program following safety, and welfare of the Parties’ receipt of such decision or immediately following such admission, as applicablepublic.

Termination for Breach. This 7.01 Prior to the expiration of the term of this Agreement, either party may, at its option, terminate this Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) the other Party is in for a material breach of its obligations hereunder with respect this Agreement upon prior written notice to such Agreement Program and (b) the other Party has not cured breaching party if the breaching party fails to cure such breach within [***] in the case of a payment breach, or within [***] in the case of all other breaches, after notice requesting cure thirty (30) days of the breach; providedwritten notice, howeverprovided however that should any of the Licensed Patent Rights be finally adjudicated to be invalid or unenforceable, that if any breach other than a payment breach and such adjudication is not reasonably curable within [***] and if a Party is making a bona fide effort subject to cure such breachfurther appeals, such 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 by written notice to LICENSOR on or after the third (3RD) anniversary date of this Agreement, provided however said termination shall not be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period effective until two (2) years after the date of time to cure such breachsaid written notice. Notwithstanding the foregoingpreceding sentence, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***DELETION]”. 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 LICENSEE shall have the right to terminate this Agreement with respect by written notice to such Licensed Program LICENSOR, provided however that said termination shall not be 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 initiates a legal action to resolve such dispute within in the foregoing [***] cure periodevent that any of these events results in the liquidation of LICENSEE, then LICENSOR may terminate this Agreement and the license granted hereby, upon the liquidation of LICENSEE. LICENSOR shall not have no right to terminate with respect 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 such Licensed Program during the pendency of such legal actionrefund any payments theretofore made by LICENSEE hereunder, provided however that if 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) Genzyme is foundto receive all payments accrued and unpaid as of the effective date of such termination; and (b) any other rights, in an unappealable decision by a court of competent jurisdiction remedies or 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 obligations which LICENSOR may then or thereafter have materially breached this Agreement with respect to its obligation under this Agreement to or otherwise. 7.06 Upon the termination (but not expiration) of this Agreement, LICENSEE and its Affiliates shall cease all use Commercially Reasonable Efforts in Developing 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 Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached expiration of this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableAgreement.

Termination for Breach. This If a Party commits a material breach of any obligation set forth under this Agreement, then the other Party may terminate this Agreement may in its entirety or with respect to the applicable Research Plan, Candidate Product, or Licensed Product that is the subject of such breach, unless such breach is cured within the [***] after receipt of written notice (a “Termination Notice”) from the non-breaching Party (such period, the “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 Termination Notice and provides notice of such dispute within the Notice Period, then the Notice Period shall be terminated tolled and the Party alleging such breach will not have the right to terminate this Agreement unless and until the dispute resolution process provided for in Section 15.1 (Dispute Resolution) has been completed and such breach remains uncured for [***] after the final resolution of the dispute through such dispute resolution procedure; and (c) with respect to any particular Agreement Program at any time during the Term upon alleged breach by AstraZeneca of its diligence obligations set forth in Section 5.2 (Development Diligence) or Section 8.3 (Commercialization Diligence), Cellectis shall first provide written notice by either Party if (a) thereof to AstraZeneca and the other Party is in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach 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 case of a payment breachapplicable Licensed Product, or within [***] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if which discussions must be concluded by mutual agreement before Cellectis may issue 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 delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 right to terminate this Agreement Termination Notice with respect to such Licensed Program and initiates a legal action to resolve such dispute within alleged breach (and, for clarity, the foregoing [***] cure period, then this Agreement Notice Period shall not terminate with respect commence prior to such Licensed Program during the pendency conclusion of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or an appealable decision good faith discussions and the subsequent issuance of a court Termination Notice by ▇▇▇▇▇▇▇▇▇). It is understood that termination pursuant to this Section 14.2.2 (Termination for Breach) shall be a remedy of competent jurisdiction that has not been appealed last resort and may be invoked only in the time allowed for an appeal in such legal action, to have materially breached this Agreement with respect to its obligation under this Agreement to 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 with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following case where the Parties’ receipt breach cannot be reasonably remedied by the payment of such decision or immediately following such admission, as applicablemoney damages.

Termination for Breach. This A Party (“Non-Breaching Party”) shall have the right to terminate this Agreement may be terminated with respect to any particular Agreement Program at any time during in its entirety in the Term upon written notice by either Party if (a) event the other Party (“Breaching Party”) is in material breach of its material obligations hereunder with respect under this Agreement. The Non-Breaching Party shall provide written notice to such Agreement Program and (b) the other Breaching Party, which notice shall identify in reasonable detail the nature of the breach. The Breaching ​ Party has not cured such breach within shall have a period of [***] in after such written notice is provided (“Peremptory Notice Period”) to cure such breach. If the case of a payment breach, 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 Breaching Party is making has a bona fide effort 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, such termination shall be delayed for a time period to be agreed by both Partiesthe Breaching Party will have the remainder of the Peremptory Notice Period, not to exceed an additional [***]if any, in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 If such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute is not cured within the foregoing [***] cure periodPeremptory Notice Period, then this Agreement shall not terminate with respect absent withdrawal of the Non-Breaching Party’s request for termination and, if such termination right is for a material breach by ▇▇▇▇▇▇▇ subject to such Licensed Program during the pendency GNE’s right under Section 18.5 (GNE Rights in Lieu of such legal actionTermination For Material Breach by ▇▇▇▇▇▇▇), provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or 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 have materially breached this Agreement with respect to its obligation under this Agreement to 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 with respect to such Licensed Product, then this Agreement shall terminate immediately in its entirety effective as of the expiration of the Peremptory Notice Period. ​ Any failure to comply by GNE with respect to such Licensed Program following the Parties’ receipt GNE’s reporting obligations under Section 4.5.1 (Records; Reports) or Section 4.5.2 (Content of such decision or immediately following such admissionReports), as applicable.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, in whole or in part, under this Section 18.2.1 (Termination for Breach). ​

Termination for Breach. This Agreement may be terminated with respect to any particular Agreement Program at any time during In the Term upon written notice by either Party if (a) the other Party is in event of a material breach of its obligations hereunder with respect this Agreement, the non-breaching Party shall (i) have the right to such Agreement Program seek damages and equitable relief for injunction or specific performance and (bii) in the other 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 has not cured such shall have the right to give written notice (the “Breach Notice”) to the breaching Party, specifying the breach within in reasonable detail. The breaching Party shall have [***] in the case of a payment breach, or within ([***]) [***] in after the case of all other breachesBreach Notice to cure any such breach, after notice requesting cure of the breach; provided, however, provided that if any breach other than such Party provides the non-breaching Party within such [***] ([***]) [***] period written notice setting forth a payment breach plan for cure and it is not reasonably curable within [***] and if a Party is making a bona fide effort [***] to cure such breach, such termination the breaching Party shall be delayed for a time period to be agreed by both Parties, not to exceed an additional have [***] ([***], in order to permit such Party a reasonable period of time ) [***] from the Breach Notice to cure such breach. Notwithstanding If at the foregoingend of the foregoing period, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933remains uncured, 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 then (A) for uncured breach gives Voyager by Amgen, CK shall only have the right to terminate this Agreement with respect if both: (y) the legal and equitable remedies available to such Licensed Program CK other than termination of this Agreement are inadequate to compensate CK (“No Adequate Remedies”); and initiates a legal action to resolve such dispute within the foregoing (z) [***] cure period, then pursuant to Section [***] that the remedies available to CK other than termination of this Agreement would be inadequate to compensate CK, (B) for uncured breach by CK, Amgen shall not terminate have the right to modify certain provisions of the Agreement as set forth in Section 18.8, but if, prior to the 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 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 filed separately with the Commission. Confidential treatment has been requested 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 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 have materially breached this Agreement with respect to its obligation under this Agreement to 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 with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableomitted portions.

Termination for Breach. This Dimension may terminate this Agreement may be terminated with respect if Bayer is late in paying to Dimension any particular Agreement Program at milestones or royalties, fees or any time during the Term upon written notice by either Party if (a) the other Party is monies due under this Agreement, and Bayer does not pay Dimension in material breach of its obligations hereunder with respect to such Agreement Program and (b) the other Party has not cured such breach full within [***] in the case of a payment breachupon written demand from Dimension, 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 which termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order to permit effective immediately upon the expiration of such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then 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 terminate 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 Licensed Program during 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 pendency ReGenX Agreement, where such termination occurs prior to the [***] cure period given to Bayer above. For the avoidance of such legal actiondoubt, provided that if (i) Genzyme is foundBayer shall not be liable or otherwise responsible to Dimension for any loss, in an unappealable decision by costs, expenses, damages or liability of any kind arising from a court breach or termination of competent jurisdiction or an appealable decision the ReGenX Agreement attributable to Bayer’s exercise of a court its rights under this Agreement. The right of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, either Party to have materially breached 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 its obligation under this Agreement to use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Productto, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicableany previous default.

Termination for Breach. This Each Party shall have the right to terminate this Agreement may be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) the other Party is in material breach of and its obligations hereunder with respect to such Agreement Program and (b) for material breach by the other Party has Party, (provided that the existence of a Shortfall and the exercise of the Manufacturing Right in connection therewith shall not cured such constitute a breach within of a material provision of this Agreement by ▇▇▇▇▇▇ ▇▇▇▇▇ so long as ▇▇▇▇▇▇ ▇▇▇▇▇ complies with its obligations under Section 7.11) which breach remains uncured for [***] ], in the case of a payment breach, 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 delayed for a time period to be agreed by both Parties, not to exceed an additional [***], in order the case of any other breach, after written notice is provided to permit such the breaching Party a specifying the nature of the breach in reasonable period of time to cure such breach. Notwithstanding the foregoing, detail and demanding its cure; provided that in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933case of a non-payment related material breach, 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 if such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute cannot be cured within the foregoing [***] cure period, then this Agreement shall not terminate with respect if the breaching Party has made diligent efforts to cure such Licensed Program during breach within the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or 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 have materially breached this Agreement with respect to its obligation under this Agreement to 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 with respect to such Licensed Product, then [***] period and this Agreement shall terminate immediately remain in effect for such period after notice of breach as may be reasonable in the circumstances as long as the breaching Party continues to use diligent efforts to pursue the cure. In the event the Parties dispute the existence of a material breach or a Party’s diligence in attempting to cure a material breach, termination of this Agreement shall not be deemed to occur unless and until such dispute has been referred for resolution by an expedited arbitration in accordance with respect Section 16.2 of the License Agreement, material breach of the Agreement or failure to make diligent efforts to cure such Licensed Program following breach has been established by such arbitration, and if such breach can be cured by the Parties’ payment of money or the taking of specific actions, the breaching party does not pay the amount so determined to be due or take or commit to take the required actions within [***] of receipt of an agreement of the Parties or arbitration decision. Recognizing the importance of expediting the resolution of any such decision or immediately dispute, the Parties agree to appoint arbitrators as promptly as practicable following receipt of notice of the institution of the arbitration, and to instruct and cooperate with such admission, as applicablearbitrators to act to achieve resolution of the issue on an expedited basis.

Termination for Breach. This If either party materially breaches this Agreement at any time, which breach is not cured within ninety (90) days of written notice thereof from the non-breaching party, the non-breaching party may elect either to terminate this Agreement, in which case all rights and obligations of each party under this Agreement shall terminate, or modify this Agreement on the terms and conditions set forth below. Promptly after delivery of any such notice of material breach, the parties shall meet to discuss all relevant facts and circumstances and attempt to agree upon a remedial plan. In the event of such a breach by Geron during the Research Term, P&U may elect to modify the Agreement as follows: (i) P&U's obligation to make further research payments in accordance with Article 8 shall terminate, (ii) Geron's obligation to conduct the Research, its right to participate in the development of Candidate Drugs and its right to co-promote shall terminate, (iii) P&U's licenses to Geron hereunder shall terminate, (iv) the royalties otherwise payable to Geron on the sale of Products in accordance with Article 7 above shall be terminated reduced by [*] percent and [*] and (v) all other rights and obligations of the parties shall remain in full force and effect. In the event of such a breach by Geron after the Research Term, P&U may elect to modify the Agreement as follows: (i) Geron's right to participate in the development of Candidate Drugs and co-promote shall terminate, (ii) P&U's licenses to Geron hereunder shall terminate, (iii) the royalties otherwise payable to Geron on the sale of Products in accordance with Article 7 above shall be reduced by [*] percent and [*] and (iv) all other rights and obligations of the parties shall remain in full force and effect. In the event of such a breach by P&U during the Research Term, then Geron may elect to modify this Agreement as follows: (i) all rights and licenses granted by P&U to Geron pursuant to this Agreement shall terminate, except that P&U's obligations under Article 8 herein shall become immediately due and payable and within thirty (30) days of such uncured breach, P&U shall deliver to Geron a one-time lump sum cash payment to Geron equal to the amounts not previously paid to Geron pursuant to Article 8 and (ii) all obligations of Geron pursuant to this Agreement shall terminate. * Certain portions of this Exhibit have been omitted for which confidential treatment has been requested and filed separately with the Securities and Exchange Commission. In the event that such termination occurs after the Research Term as a result of a breach by P&U of its development or commercialization obligations under this Agreement, including, without limitation, Sections 3.1 or 5.1 hereof, and the breach specifically relates solely to a specific Candidate Drug or Product, this Agreement shall be terminable by Geron in all respects other than with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if (a) the other Party is in material breach of its obligations hereunder with respect those Candidate Drugs or Products unrelated to such Agreement Program and (b) the other Party has not cured such breach within [***] in the case of a payment breach, 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 . Any termination or modification under this Section 17.2 shall be delayed for a time period subject to be agreed by both Parties, not to exceed an additional [***], in order to permit such Party a reasonable period of time to cure such breach. Notwithstanding the foregoing, in the event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT 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 Sections 17.6 and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the right to terminate this Agreement with respect to such Licensed Program and initiates a legal action to resolve such dispute within the foregoing [***] cure period, then this Agreement shall not 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 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 have materially breached this Agreement with respect to its obligation under this Agreement to 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 with respect to such Licensed Product, then this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicable17.7.